Form 4 for PSA Public Storage
Accepted 2024-02-20 00:00:00 ET · period of report 2024-02-15 · accession 0001393311-24-000034 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2024-02-20 | 2024-02-15 | PSA | HAVNER RONALD L JR | Dir | D - Sale to Iss | $0.00 | -21.9K | 19.5K | -53% | $0 |
| D | 2024-02-20 | 2024-02-15 | PSA | HAVNER RONALD L JR | Dir | F - Tax | $286.26 | -1,008 | 41.4K | -2% | -$288.6K |
| DM | 2024-02-20 | 2024-02-15 | PSA | HAVNER RONALD L JR | Dir | A - Grant | — | +125.2K | 21.9K | New | — |
| D | 2024-02-20 | 2024-02-15 | PSA | HAVNER RONALD L JR | Dir | D - Sale to Iss | — | -103.3K | 0 | -100% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Shares | 2024-02-15 | D | D | 21,875 | $0.00 | 19,548 | D | — | — | (F2) 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 15, 2024, the Company canceled the unvested RSUs upon surrender to the Company by the reporting person (the "Canceled RSUs"). (F3) 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. |
| 2 | Common | Common Shares | 2024-02-15 | F | D | 1,008 | $286.26 | 41,423 | D | — | — | (F1) Includes 26,875 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. |
| 3 | Derivative | AO LTIP Units | 2024-02-15 | A | A | 103,275 | — | 103,275 | D | — · — to 2024-02-19 | 103,275 Common Shares | (F7) In exchange for each 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. |
| 4 | Derivative | Stock Option (Right to Buy) | 2024-02-15 | D | D | 103,275 | — | 0 | D | $161.42 · — to 2024-02-19 | 103,275 Common Shares | (F6) This option was previously reported as an option for 100,000 common shares at an exercise price of $166.71, 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 February 15, 2024, the Company canceled the option upon surrender to the Company by the reporting person (the "Canceled Option"). |
| 5 | Derivative | LTIP Units | 2024-02-15 | A | A | 21,875 | — | 21,875 | D | — · — to — | 21,875 Common Shares | (F5) 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. |