0001393311-24-000057.txt : 20240228
0001393311-24-000057.hdr.sgml : 20240228
20240228191727
ACCESSION NUMBER: 0001393311-24-000057
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240226
FILED AS OF DATE: 20240228
DATE AS OF CHANGE: 20240228
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: RUSSELL JOSEPH D JR
CENTRAL INDEX KEY: 0001230471
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33519
FILM NUMBER: 24698007
MAIL ADDRESS:
STREET 1: PUBLIC STORAGE
STREET 2: 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_1709165836.xml
FORM 4
X0508
4
2024-02-26
0
0001393311
Public Storage
PSA
0001230471
RUSSELL JOSEPH D JR
C/O PUBLIC STORAGE
701 WESTERN AVENUE
GLENDALE
CA
91201
1
1
0
0
President and CEO
0
Common Shares
2024-02-26
4
D
0
23725
0
D
19096
D
LTIP Units
2024-02-26
4
A
0
23725
A
Common Shares
23725
23725
D
Stock Option (Right to Buy)
245.79
2024-02-26
4
D
0
25818
D
2017-07-01
2026-06-30
Common Shares
25818
0
D
AO LTIP Units
2024-02-26
4
A
0
25818
A
2026-06-30
Common Shares
25818
25818
D
Stock Option (Right to Buy)
213.09
2024-02-26
4
D
0
20655
D
2018-03-10
2027-03-09
Common Shares
20655
0
D
AO LTIP Units
2024-02-26
4
A
0
20655
A
2027-03-09
Common Shares
20655
20655
D
Stock Option (Right to Buy)
207.52
2024-02-26
4
D
0
20655
D
2020-03-08
2029-03-07
Common Shares
20655
0
D
AO LTIP Units
2024-02-26
4
A
0
20655
A
2029-03-07
Common Shares
20655
20655
D
Stock Option (Right to Buy)
221.68
2024-02-26
4
D
0
103275
D
2023-03-06
2030-03-05
Common Shares
103275
0
D
AO LTIP Units
2024-02-26
4
A
0
103275
A
2030-03-05
Common Shares
103275
103275
D
Stock Option (Right to Buy)
222.66
2024-02-26
4
D
0
123930
D
2024-02-16
2031-02-15
Common Shares
123930
0
D
AO LTIP Units
2024-02-26
4
A
0
123930
A
2031-02-15
Common Shares
123930
123930
D
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 February 26, 2024, the Company canceled the unvested RSUs upon surrender to the Company by the reporting person (the "Canceled RSUs").
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.
This option was previously reported as an option for 25,000 common shares at an exercise price of $253.84, 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 February 26, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2016 Canceled Option").
In exchange for each 2016 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 20,000 common shares at an exercise price of $220.07, 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 February 26, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2017 Canceled Option").
In exchange for each 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 20,000 common shares at an exercise price of $214.32, 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 February 26, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2019 Canceled Option").
In exchange for each 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.
On February 26, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2020 Canceled Option").
In exchange for each 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.
On February 26, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "2021 Canceled Option").
In exchange for each 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.
/s/ Nathaniel A. Vitan, Attorney-in-Fact
2024-02-28