Public Storage — Director's Dealing 2024

Feb 20, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Public Storage (PSA)
CIK: 0001393311
Period of Report: 2024-02-15

Reporting Person: HAVNER RONALD L JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-02-15	Common Shares	F	1008	$286.26	Disposed	41423	Direct
2024-02-15	Common Shares	D	21875	—	Disposed	19548	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-02-15	LTIP Units	$	A	21875	Acquired		Common Shares (21875)	Direct
2024-02-15	Stock Option (Right to Buy)	$161.42	D	103275	Disposed	2024-02-19	Common Shares (103275)	Direct
2024-02-15	AO LTIP Units	$	A	103275	Acquired	2024-02-19	Common Shares (103275)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	310381	Indirect
Common Shares	1900	Indirect

Footnotes

F1: Includes 26,875 restricted share units and 2,306 deferred share units. Mr. Havner postponed receipt of 10,000 vested restricted share units granted February 19, 2015 with an original vesting date of April 1, 2016 in accordance with the following schedule: 10 equal installments over 10 years starting April 1, 2021 to April 1, 2030. 7,000 remain subject to deferred receipt and are also included here.

F2: These restricted share units (the "RSUs") in respect of common shares, par value $0.10 per share ("Common Shares"), of Public Storage (the "Company") were previously granted to the reporting person and provided for time-based vesting. On February 15, 2024, the Company canceled the unvested RSUs upon surrender to the Company by the reporting person (the "Canceled RSUs").

F3: Includes 5,000 restricted share units and 2,306 deferred share units. Mr. Havner postponed receipt of 10,000 vested restricted share units granted February 19, 2015 with an original vesting date of April 1, 2016 in accordance with the following schedule: 10 equal installments over 10 years starting April 1, 2021 to April 1, 2030. 7,000 remain subject to deferred receipt and are also included here.

F4: Ronald L. Havner and LeeAnn R. Havner, Trustee of Havner Family Trust.

F5: In exchange for the Canceled RSUs, the reporting person received a replacement award of membership interests in Public Storage OP, L.P. ("Public Storage OP"), a subsidiary of the Company, designated as LTIP Units ("LTIP Units"), which LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The vesting schedule for each LTIP Unit is the same as the vesting schedule for the corresponding Canceled RSU. The LTIP Units, if and as they become vested, are convertible, conditioned upon the satisfaction of minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into Common Units in Public Storage OP ("OP Units"). The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.

F6: This option was previously reported as an option for 100,000 common shares at an exercise price of $166.71, but, pursuant to anti-dilution provisions of the Company's 2007 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On February 15, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "Canceled Option").

F7: In exchange for each Canceled Option, the reporting person received a replacement award of membership interests in Public Storage OP designated as AO LTIP Units ("AO LTIP Units"), which AO LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The AO LTIP Units are convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Company.