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 ET AL

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

(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) X Other (specify below)
Chairman of the Board
3. Date of Earliest Transaction (Month/Day/Year)
09/09/2008
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
Common Stock 11,604,181(8)(9) I As Trustee(1)
Common Stock 09/09/2008 S 350,000 D $90.7557 623,669(9) I As Settlor(2)
Common Stock 09/10/2008 S 433,000 D $86.385 190,669 I As Settlor(2)
Common Stock 09/11/2008 S 190,669 D $86.4747 0 I As Settlor(2)
Common Stock 449,000(8) I GRAT(3)
Common Stock 400,000(9) I By LLC(4)
Common Stock 1,427 I By IRA(5)
Common Stock 1,000,000 I By GRAT(6)
Common Stock 1,200,000(9) I By LLC(10)
Common Stock 400,000(9) I By LLC(11)
Common Stock 559,079.5132 I By 401(k) Plan(7)
Depositary Shares Representing Equity Stock 52,547 I As Trustee(1)
Depositary Shares Representing Equity Stock 46 I By IRA(5)
Depositary Shares Representing Equity Stock 10,207.8583 I By 401(k) Plan(7)
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
Explanation of Responses:
1. By B. Wayne Hughes, trustee for B.W. Hughes Living Trust dated 6/3/77 (the "Living Trust").
2. By the Northern Trust Company of Delaware, trustee for B. Wayne Hughes 2008 Irrevocable Intervivos Trust ("NTCD").
3. By B. Wayne Hughes, trustee of Wayne Hughes 9-05 Annuity Trust.
4. Shares held by American Commercial Equities Two, LLC, of which the reporting person is the sole member.
5. By custodian of an IRA for the reporting person's benefit.
6. By B. Wayne Hughes, trustee of Wayne Hughes 6-07 Annuity Trust.
7. 401(k) plan units that represent interests in common stock; based on plan information as of September 9, 2008.
8. Reflects the following upward adjustment to shares previously reported as owned by the reporting person: 340,000 shares previously held by the Wayne Hughes 9-05 Annuity Trust were distributed to the Living Trust and are now owned by the Living Trust.
9. Reflects the following downward adjustment to shares previously reported as owned by the reporting person: an additional 90,000 shares previously owned by the Living Trust were contributed to American Commercial Equities Two, LLC; an additional 285,000 shares previously owned by the Living Trust were contributed to American Commercial Equities Three, LLC; 400,000 shares previously owned by the Living Trust were contributed to Japanese Village, LLC; and 973,669 shares previously owned by the Living Trust were transferred to NTCD.
10. Shares held by American Commercial Equities Three, LLC, of which the reporting person is the sole member.
11. Shares held by Japanese Village, LLC, of which the reporting person is the sole member.
/s/ David Goldberg, Attorney in Fact 09/11/2008
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.