0001393311-24-000061.txt : 20240306 0001393311-24-000061.hdr.sgml : 20240306 20240306185954 ACCESSION NUMBER: 0001393311-24-000061 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240304 FILED AS OF DATE: 20240306 DATE AS OF CHANGE: 20240306 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HAVNER RONALD L JR CENTRAL INDEX KEY: 0001227384 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33519 FILM NUMBER: 24727646 MAIL ADDRESS: STREET 1: 701 WESTERN AVENUE CITY: GLENDALE STATE: CA ZIP: 91201 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_1709769581.xml FORM 4 X0508 4 2024-03-04 0 0001393311 Public Storage PSA 0001227384 HAVNER RONALD L JR C/O PUBLIC STORAGE 701 WESTERN AVENUE GLENDALE CA 91201 1 0 0 0 0 Common Shares 2024-03-04 4 G 0 5242 0 D 14306 D Common Shares 2024-03-05 4 D 0 5000 0 D 9306 D Common Shares 315623 I By Trust Common Shares 1900 I By Spouse IRA LTIP Units 2024-03-05 4 A 0 5000 A Common Shares 5000 70933.42 D Stock Option (Right to Buy) 192.49 2024-03-05 4 D 0 103275 D 2016-02-19 2025-02-18 Common Shares 103275 0 D AO LTIP Units 2024-03-05 4 A 0 103275 A 2025-02-18 Common Shares 103275 103275 D Stock Option (Right to Buy) 226.20 2024-03-05 4 D 0 103275 D 2017-02-15 2026-02-14 Common Shares 103275 0 D AO LTIP Units 2024-03-05 4 A 0 103275 A 2026-02-14 Common Shares 103275 103275 D Stock Option (Right to Buy) 219.07 2024-03-05 4 D 0 103275 D 2018-02-22 2027-02-21 Common Shares 103275 0 D AO LTIP Units 2024-03-05 4 A 0 103275 A 2027-02-21 Common Shares 103275 103275 D Stock Option (Right to Buy) 188.27 2024-03-05 4 D 0 103275 D 2019-02-28 2028-02-27 Common Shares 103275 0 D AO LTIP Units 2024-03-05 4 A 0 103275 A 2028-02-27 Common Shares 103275 103275 D Stock Option (Right to Buy) 211.30 2024-03-05 4 D 0 5163 D 2020-04-24 2029-04-23 Common Shares 5163 0 D AO LTIP Units 2024-03-05 4 A 0 5163 A 2029-04-23 Common Shares 5163 5163 D Stock Option (Right to Buy) 184.85 2024-03-05 4 D 0 5163 D 2021-04-21 2030-04-20 Common Shares 5163 0 D AO LTIP Units 2024-03-05 4 A 0 5163 A 2030-04-20 Common Shares 5163 5163 D Stock Option (Right to Buy) 266.40 2024-03-05 4 D 0 5163 D 2022-04-26 2031-04-25 Common Shares 5163 0 D AO LTIP Units 2024-03-05 4 A 0 5163 A 2031-04-25 Common Shares 5163 5163 D Stock Option (Right to Buy) 386.32 2024-03-05 4 D 0 5163 D 2023-04-28 2032-04-27 Common Shares 5163 0 D AO LTIP Units 2024-03-05 4 A 0 5163 A 2032-04-27 Common Shares 5163 5163 D Stock Option (Right to Buy) 286.81 2024-03-05 4 D 0 5000 D 2024-05-02 2033-05-01 Common Shares 5000 0 D AO LTIP Units 2024-03-05 4 A 0 5000 A 2033-05-01 Common Shares 5000 5000 D Reflects transfer of shares to Mr. Havner's trust. Includes 5,000 restricted share units and 2,306 deferred share units. Mr. Havner postponed receipt of 10,000 vested restricted share units granted February 19, 2015 with an original vesting date of April 1, 2016 in accordance with the following schedule: 10 equal installments over 10 years starting April 1, 2021 to April 1, 2030. 7,000 remain subject to deferred receipt and are also included here. These restricted share units (the "RSUs") in respect of common shares, par value $0.10 per share ("Common Shares"), of Public Storage (the "Company") were previously granted to the reporting person and provided for time-based vesting. On March 5, 2024, the Company canceled the unvested RSUs upon surrender to the Company by the reporting person (the "Canceled RSUs"). Includes 2,306 deferred share units. Mr. Havner postponed receipt of 10,000 vested restricted share units granted February 19, 2015 with an original vesting date of April 1, 2016 in accordance with the following schedule: 10 equal installments over 10 years starting April 1, 2021 to April 1, 2030. 7,000 remain subject to deferred receipt and are also included here. Ronald L. Havner and LeeAnn R. Havner, Trustee of Havner Family Trust. In exchange for the Canceled RSUs, the reporting person received a replacement award of membership interests in Public Storage OP, L.P. ("Public Storage OP"), a subsidiary of the Company, designated as LTIP Units ("LTIP Units"), which LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The vesting schedule for each LTIP Unit is the same as the vesting schedule for the corresponding Canceled RSU. The LTIP Units, if and as they become vested, 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 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. Includes 53,433.42 vested LTIP Units and 17,500 LTIP Units subject to time-based vesting. This option was previously reported as an option for 100,000 common shares at an exercise price of $198.79, but, pursuant to anti-dilution provisions of the Company's 2007 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On March 5, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2015 Canceled Option"). In exchange for the 2015 Canceled Option, the reporting person received a replacement award of membership interests in 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 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 100,000 common shares at an exercise price of $233.61, but, pursuant to anti-dilution provisions of the Company's 2007 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on July 22, 2022. On March 5, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2016 Canceled Option"). In exchange for the 2016 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 100,000 common shares at an exercise price of $226.24, but, pursuant to anti-dilution 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 March 5, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2017 Canceled Option"). In exchange for the 2017 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 100,000 common shares at an exercise price of $194.44, but, pursuant to anti-dilution 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 March 5, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2018 Canceled Option"). In exchange for the 2018 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 $218.22, but, pursuant to anti-dilution 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 March 5, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2019 Canceled Option"). In exchange for the 2019 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 $190.90, but, pursuant to anti-dilution 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 March 5, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2020 Canceled Option"). In exchange for the 2020 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 $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 March 5, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2021 Canceled Option"). In exchange for the 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 March 5, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2022 Canceled Option"). 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. On March 5, 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. /s/ Nathaniel A. Vitan, Attorney-in-Fact 2024-03-06