Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Vitan Nathaniel A.

(Last)

(First)

(Middle)

C/O PUBLIC STORAGE

701 WESTERN AVENUE

(Street)

GLENDALE

91201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Public Storage [ PSA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares								3,614	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$221.68	05/07/2024		D			64,546	03/06/2023⁽¹⁾	03/05/2030	Common Shares	64,546	⁽²⁾	0	D
AO LTIP Units	⁽³⁾	05/07/2024		A		64,546		⁽³⁾	03/05/2030	Common Shares	64,546	⁽³⁾	64,546	D
LTIP Units	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common Shares	9,000		9,000	D
AO LTIP Units	$228.74							05/27/2020⁽⁵⁾	05/26/2029	Common Shares	6,196		6,196	D
AO LTIP Units	$222.66							02/16/2024⁽⁶⁾	02/15/2031	Common Shares	77,456		77,456	D
AO LTIP Units	$279.51							03/05/2025⁽⁷⁾	03/04/2034	Common Shares	6,470		6,470	D

Explanation of Responses:

1. Three-fifths of this multi-year (2020-2022) performance-based option vested following certified achievement of the applicable performance targets at the conclusion of the performance period, with the remaining vesting ratably over the subsequent two years beginning one year from March 6, 2023.

2. On May 7, 2024, Public Storage (the "Company") canceled the option upon surrender to the Company by the reporting person (the "Canceled Option").

3. In exchange for the 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 Company common shares, par value $0.10 per share ("Common Shares"), or the equivalent cash value of Common Shares, as determined by the Company.

4. LTIP Units are intended to qualify as profits interests for US federal income tax purposes. 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 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.

5. The final tranche of these AO LTIP Units will become exercisable on May 27. 2024.

6. Three-fifths of these AO LTIP Units vested February 16, 2024, with the remaining vesting ratably over the following two years.

7. These AO LTIP Units become exercisable as to one-fifth on each of March 5, 2025, 2026, 2027, 2028, and 2029.

Remarks:

	/s/ Nathaniel A. Vitan	05/09/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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