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*
HUGHES B WAYNE JR

(Last) (First) (Middle)
C/O PUBLIC STORAGE
701 WESTERN AVENUE

(Street)
GLENDALE CA 91201-2349

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Public Storage [ PSA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/05/2008
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
Depositary Shares Representing Equity Stock 2,953 I By children (10)
Common Stock 8,005 D (12)
Common Stock 11,348 D (1)
Common Stock 1,068,511 D
Common Stock 3,762,040 I As Trustee (14)
Common Stock 25,692 I By wife as custodian (2)
Common Stock 3,390 I Custodian (3)
Common Stock 8,506 I Custodian (4)
Common Stock 233 I By wife IRA (5)
Common Stock 444 I By wife (6)
Common Stock 1,231 I By IRA (7)
Common Stock 17,890 I By wife as custodian (8)
Common Stock 394,060.9013 I By 401(k) Plan (9)
Common Stock 12/05/2008 S 330,000 (15) D $65.9055 9,000 (15) I As trustees (15)
Common Stock 12/08/2008 S 9,000 (15) D $72.6527 0 (15) I As trustees (15)
Depositary Shares Representing Equity Stock 43 D (1)
Depositary Shares Representing Equity Stock 32,159 D
Depositary Shares Representing Equity Stock 772 I By wife as custodian (2)
Depositary Shares Representing Equity Stock 96 I Custodian (3)
Depositary Shares Representing Equity Stock 213 I Custodian (4)
Depositary Shares Representing Equity Stock 7 I By wife IRA (5)
Depositary Shares Representing Equity Stock 11 I By wife (6)
Depositary Shares Representing Equity Stock 40 I By IRA (7)
Depositary Shares Representing Equity Stock 581 I By wife as custodian (8)
Depositary Shares Representing Equity Stock 7,480.7711 I By 401(k) Plan (9)
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
Stock Option (right to buy) $91.81 05/08/2009 05/08/2018 Common Stock 5,000 5,000 D
Stock Option (right to buy) $74.23 08/02/2008 08/02/2017 Common Stock 2,500 2,500 D
Stock Option (right to buy) (13) $91.68 05/03/2008 05/03/2017 Common Stock 2,500 2,500 D
Stock Option (right to buy) (11) $60.06 05/05/2006 05/05/2015 Common Stock 2,500 2,500 D
Explanation of Responses:
1. By Tamara Hughes Gustavson and B. Wayne Hughes, Jr. - Separate Property.
2. By wife as custodian for daughter.
3. By reporting person as custodian for son.
4. By reporting person as custodian for daughter.
5. By custodian of an IRA for benefit of wife.
6. By wife.
7. By custodian of an IRA for benefit of reporting person.
8. By wife as custodian for son.
9. 401(k) plan units that represent interests in common stock; based on plan information as of November 13, 2008.
10. 50% interest in H-G Family Corporation, which owns 5,906 Depositary Shares.
11. Stock Options granted pursuant to the 2001 Stock Option and Incentive Plan; options vest in 3 equal annual installements beginning 1 year from grant date.
12. By reporting person and wife as joint tenants.
13. Stock Options granted pursuant to the 2007 Equity and Performance-Based Incentive Compensation Plan; options vest in 3 equal annual installments beginning 1 year from grant date.
14. By B. Wayne Hughes, Jr., trustee for B. Wayne Hughes, Jr. Living Trust.
15. By reporting person and wife each as a trustee under a trust dated December 8, 2005 for the benefit of their children of a 60% interest in American Commercial Equities Three, LLC ("ACE 3"). On December 5 and 8, 2008, ACE 3 sold a total of 550,000 shares of Common Stock and 15,000 shares of Common Stock, respectively.
/s/ David Goldberg, Attorney in Fact 12/08/2008
** 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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