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).
1. Name and Address of Reporting Person*
EBBIGHAUSEN HAROLD E

(Last) (First) (Middle)
6 EDMUND BRIGHAM WAY

(Street)
WESTBOROUGH MA 01581

(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)
President, North America
3. Date of Earliest Transaction (Month/Day/Year)
11/21/2012
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 11/21/2012 A (1) 3,271 (1) A $0 (1) 29,747 (1) 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
Restricted Stock Units (1) (1) (1) Common Stock (1) 4,694 (1) (2) D
Restricted Stock Units (1) (1) (1) Common Stock (1) 16,876 (1) (3) D
Restricted Stock Units (1) (1) (1) Common Stock (1) 22,848 (1) (4) D
Performance Units (1) (1) (1) Common Stock (1) 15,578 (1) (5) D
Explanation of Responses:
1. This report reflects shares received by the Reporting Person as a result of the Reporting Person's receipt of his pro rata portion of a special dividend declared by the Board of Directors of the issuer on October 11, 2012 and paid on November 21, 2012 (the "Special Dividend").
2. Includes 422 previously unreported unvested restricted stock units ("RSUs") allocated on November 21, 2012 in connection with the Special Dividend. The RSUs vest in three annual installments beginning on March 11, 2012, which was the first anniversary of the date of grant. Each RSU represents a contingent right to receive one share of Iron Mountain Incorporated common stock.
3. Includes 1,518 previously unreported unvested RSUs allocated on November 21, 2012 in connection with the Special Dividend. The RSUs vest 50% on the second anniversary of the date of grant, which was September 8, 2011, 25% on the third anniversary of the date of grant and 25% on the fourth anniversary of the date of grant. Each RSU represents a contingent right to receive one share of Iron Mountain Incorporated common stock.
4. Includes 2,055 previously unreported unvested RSUs allocated on November 21, 2012 in connection with the Special Dividend. The RSUs vest in three annual installments beginning on March 9, 2013, which was the first anniversary of the date of grant. Each RSU represents a contingent right to receive one share of Iron Mountain Incorporated common stock.
5. Includes 1,401 previously unreported unvested performance units ("PUs") allocated on November 21, 2012 in connection with the Special Dividend. Each PU represents a contingent right to receive one share of Iron Mountain Incorporated common stock. The PUs fully vest on March 11, 2014, subject to certain exceptions, if the Reporting Person is, as of that date, continuing to perform services for Iron Mountain Incorporated.
/s/ Sarah Cammarata, under Power of Attorney dated November 17, 2010, from Harold E. Ebbighausen 11/26/2012
** 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).
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