SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Kidd Mark

(Last) (First) (Middle)
C/O IRON MOUNTAIN INCORPORATED
85 NEW HAMPSHIRE AVENUE, SUITE 150

(Street)
PORTSMOUTH NH 03801

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
IRON MOUNTAIN INC [ IRM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, GM Data Centers & ALM
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $.01 per share 03/01/2024 M 25,334(1) A $0 68,073 D
Common Stock, par value $.01 per share 03/01/2024 F 9,522 D $81.03 58,551 D
Common Stock, par value $.01 per share 03/01/2024 M 5,063(2) A $0 63,614 D
Common Stock, par value $.01 per share 03/01/2024 F 2,245 D $81.03 61,369 D
Common Stock, par value $.01 per share 03/01/2024 M 2,818(3) A $0 64,187 D
Common Stock, par value $.01 per share 03/01/2024 F 1,249 D $81.03 62,938 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Units (4) 03/01/2024 M 25,334 03/01/2024(5) (5) Common Stock 25,334 $0 0 D
Restricted Stock Units (6) 03/01/2024 M 5,063 (7) (7) Common Stock 5,063 $0 0 D
Restricted Stock Units (6) 03/01/2024 M 2,818 (8) (8) Common Stock 2,818 $0 2,819 D
Explanation of Responses:
1. This acquisition is reported to reflect the full vesting of performance units ("PUs") previously granted to the Reporting Person on March 1, 2021. Effective February 22, 2024, the Compensation Committee of Iron Mountain Incorporated's Board of Directors (the "Compensation Committee") determined the actual award of PUs under the grant after completion of the relevant performance period, and the PUs fully vested on March 1, 2024.
2. This acquisition is reported to reflect the full vesting of restricted stock units ("RSUs") previously granted to the Reporting Person on March 1, 2021.
3. This acquisition is reported to reflect the partial vesting of restricted stock units ("RSUs") previously granted to the Reporting Person on March 1, 2022.
4. Each PU represents a contingent right to receive one share of Iron Mountain Incorporated common stock ("Common Stock").
5. The PUs were initially granted to the Reporting Person on March 1, 2021. Effective February 22, 2024, the Compensation Committee determined the actual award of PUs under the grant after completion of the relevant performance period, and the PUs fully vested on March 1, 2024.
6. Each RSU represents a contingent right to receive one share of Iron Mountain Incorporated common stock ("Common Stock").
7. The RSUs, representing a contingent right to receive a total of 15,188 shares of Common Stock, were granted to the Reporting Person on March 1, 2021 and vest in three substantially equal annual installments beginning on the first anniversary of the grant date.
8. The RSUs, representing a contingent right to receive a total of 8,455 shares of Common Stock, were granted to the Reporting Person on March 1, 2022 and vest in three substantially equal annual installments beginning on the first anniversary of the grant date.
Remarks:
/s/ Keely Stewart, under Power of Attorney dated April 17, 2023, from Mark Kidd 03/05/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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