10/02/2025 | Press release | Distributed by Public on 10/02/2025 12:06
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
LTIP Units | (4)(5) | 09/30/2025 | A | 321(4)(5) | (4)(5) | (4)(5) | Common Shares | 321 | (4)(5) | 147,000.40(6) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HAVNER RONALD L JR C/O PUBLIC STORAGE 701 WESTERN AVENUE GLENDALE, CA 91201 |
X |
/s/ Nathaniel A. Vitan, Attorney-in-Fact | 10/02/2025 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Grant of fully-vested deferred share units (DSUs) in lieu of dividend equivalents 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 DSU represents the right to receive one Company common share. The number of DSUs granted represents the quotient of the dollar amount of the portion of the cash dividend equivalents paid on DSUs for the applicable calendar quarter Mr. Havner has elected to be paid in DSUs, divided by the Company's closing share price on the grant date. The DSUs will be settled in unrestricted common shares (i) in a lump sum upon Mr. Havner's separation from service as a trustee or (ii) in a lump sum upon Mr. Havner's earlier death or disability or upon an earlier change of control of the Company. In accordance with Mr. Havner's election, dividend equivalents paid on these DSUs will be issued as additional DSUs. |
(2) | Includes 2,717.24 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. 5,000 remain subject to deferred receipt and are also included here. |
(3) | Ronald L. Havner and LeeAnn R. Havner, Trustee of Havner Family Trust. |
(4) | Grant of fully-vested membership interests in Public Storage OP, L.P. ("Public Storage OP"), a subsidiary of the Company, designated as LTIP Units ("LTIP 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. The number of LTIP Units granted represents the quotient of the dollar amount of the portion of the cash retainers the reporting person has earned for the applicable calendar quarter and elected to be paid in LTIP Units, divided by the Company's closing share price on the grant date, rounded up to the nearest LTIP Unit. [footnote continues] |
(5) | [footnote continued] LTIP Units are intended to qualify as profits interests for US federal income tax purposes and are convertible, conditioned upon the satisfaction of minimum allocations to the capital account 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. |
(6) | Includes 143,875.40 vested LTIP Units and 3,125 LTIP Units subject to time-based vesting. |