0001393311-24-000133.txt : 20240509 0001393311-24-000133.hdr.sgml : 20240509 20240509162337 ACCESSION NUMBER: 0001393311-24-000133 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240507 FILED AS OF DATE: 20240509 DATE AS OF CHANGE: 20240509 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEITHERCUT DAVID J CENTRAL INDEX KEY: 0001219726 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33519 FILM NUMBER: 24931091 MAIL ADDRESS: STREET 1: C/O EQUITY RESIDENTIAL STREET 2: TWO NORTH RIVERSIDE PLAZA, SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60606 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Public Storage CENTRAL INDEX KEY: 0001393311 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 953551121 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 701 WESTERN AVENUE CITY: GLENDALE STATE: CA ZIP: 91201-2349 BUSINESS PHONE: 818-244-8080 MAIL ADDRESS: STREET 1: 701 WESTERN AVENUE CITY: GLENDALE STATE: CA ZIP: 91201-2349 4 1 wk-form4_1715286205.xml FORM 4 X0508 4 2024-05-07 1 0001393311 Public Storage PSA 0001219726 NEITHERCUT DAVID J C/O PUBLIC STORAGE 701 WESTERN AVENUE GLENDALE CA 91201 1 0 0 0 0 Common Shares 2024-05-07 4 A 0 60 273.20 A 1725 D Stock Option (Right to Buy) 223.61 2024-05-07 4 D 0 15491 D 2022-01-01 2030-12-31 Common Shares 15491 0 D AO LTIP Units 2024-05-07 4 A 0 15491 A 2030-12-31 Common Shares 15491 15491 D Stock Option (Right to Buy) 266.40 2024-05-07 4 D 0 5163 D 2022-04-26 2031-04-25 Common Shares 5163 0 D AO LTIP Units 2024-05-07 4 A 0 5163 A 2031-04-25 Common Shares 5163 5163 D Stock Option (Right to Buy) 386.32 2024-05-07 4 D 0 5163 D 2023-04-28 2032-04-27 Common Shares 5163 0 D AO LTIP Units 2024-05-07 4 A 0 5163 A 2032-04-27 Common Shares 5163 5163 D Stock Option (Right to Buy) 286.81 2024-05-07 4 D 0 5000 D 2024-05-02 2033-05-01 Common Shares 5000 0 D AO LTIP Units 2024-05-07 4 A 0 5000 A 2033-05-01 Common Shares 5000 5000 D In connection with the conclusion of his service as a trustee, on May 7, 2024, the reporting person received a grant of fully-vested deferred share units pursuant to the Company's Non-Management Trustee Compensation and Deferral Program under the Company's 2021 Equity and Performance-Based Incentive Compensation Plan. Each deferred share unit represents the right to receive one Company common share. The number of deferred share units granted represents the quotient of the dollar amount of the portion of the cash retainers the reporting person has earned for the second quarter of 2024, pro rated through May 7, 2024, and elected to be paid in deferred share units, divided by the Company's closing share price on the grant date, rounded up to the nearest deferred share unit. [footnote continues] [footnote continued] The deferred share units will be settled in unrestricted common shares (i) in a lump sum on January 1st of the calendar year following the tenth anniversary of the grant date or (ii) in a lump sum upon the reporting person's earlier death or disability or upon an earlier change of control of the Company. Includes 1,725 deferred share units. This option was previously reported as an option for 15,000 common shares, par value $0.10 per share ("Common Shares"), of Public Storage (the "Company") at an exercise price of $230.93, but, pursuant to antidilution provisions of the Company's 2016 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On May 7, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "First 2021 Canceled Option"). This option became exercisable as to one-third on each of the first, second, and third anniversaries of the grant date. In exchange for the First 2021 Canceled Option, the reporting person received a replacement award of membership interests in Public Storage OP, L.P. ("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 ("LTIP Units") of Public Storage OP, which LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The LTIP Units 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 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. This option was previously reported as an option for 5,000 Common Shares at an exercise price of $275.12, but, pursuant to anti-dilution provisions of the Company's 2021 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On May 7, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "Second 2021 Canceled Option"). In exchange for the Second 2021 Canceled Option, the reporting person received a replacement award of 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. This option was previously reported as an option for 5,000 Common Shares at an exercise price of $398.97, but, pursuant to anti-dilution provisions of the Company's 2021 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On May 7, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2022 Canceled Option"). This option becomes exercisable as to one-third on each of the first, second, and third anniversaries of the grant date. In exchange for the 2022 Canceled Option, the reporting person received a replacement award of 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. In connection with the conclusion of his service as a trustee on May 7, 2024, one-third (1,741 AO LTIP Units) of this award remained unvested and was canceled. On May 7, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2023 Canceled Option"). In exchange for the 2023 Canceled Option, the reporting person received a replacement award of 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. In connection with the conclusion of his service as a trustee on May 7, 2024, two-thirds (3,333 AO LTIP Units) of this award remained unvested and was canceled. /s/ Steven C. Babinski, Attorney-in-Fact 2024-05-09