Public Storage Form 4 / JOSEPH D RUSSELL JR ownership change

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).

1. Name and Address of Reporting Person^*

RUSSELL JOSEPH D JR

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2024

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)

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)
AO LTIP Units	$213.09	08/16/2024		M			20,655	⁽¹⁾⁽²⁾	03/09/2027	Common Shares	20,655	⁽¹⁾⁽²⁾	0	D
LTIP Units	⁽³⁾	08/16/2024		M		6,875.3⁽¹⁾⁽²⁾		⁽³⁾	⁽³⁾	Common Shares	6,875.3	$0	30,600.3⁽⁴⁾	D
AO LTIP Units	$207.52	08/16/2024		M			20,655	⁽⁵⁾	03/07/2029	Common Shares	20,655	⁽⁵⁾	0	D
LTIP Units	⁽³⁾	08/16/2024		M		7,235.49⁽⁵⁾		⁽³⁾	⁽³⁾	Common Shares	7,235.49	$0	37,835.79⁽⁴⁾	D
AO LTIP Units	$221.68	08/16/2024		M			25,000	⁽⁶⁾⁽⁷⁾	03/05/2030	Common Shares	25,000	⁽⁶⁾	78,275	D
LTIP Units	⁽³⁾	08/16/2024		M		7,649.26⁽⁶⁾		⁽³⁾	⁽³⁾	Common Shares	7,649.26	$0	45,485.05⁽⁴⁾	D

Explanation of Responses:

1. On February 26, 2024, the reporting person exchanged an option to purchase 20,655 common shares of beneficial interest, par value $0.01 per share ("Common Shares"), of Public Storage (the "Company") for 20,655 limited partnership units in Public Storage OP, L.P. designated as AO LTIP Units ("AO LTIP Units"). AO LTIP Units are similar to "net exercise" stock option awards and are convertible, once vested, into a number of vested limited partnership units of Public Storage OP, L.P. designated as LTIP Units ("LTIP Units"), determined by the quotient of (i) the excess of the value of a Common Share as of the date of the conversion over $213.09, divided by (ii) the value of a Common Share as of the date of conversion. Vested LTIP Units into which AO LTIP Units have been converted are further convertible, [footnote continued]

2. [Continued from footnote] conditioned upon minimum allocations to the capital accounts of the LTIP Units for U.S. federal income tax purposes, into an equal number of limited partnership units in Public Storage OP, L.P. ("OP Units"). The resulting OP Units are redeemable by the holder for one Common Share per OP Unit or the cash value of a Common Share, at the Company's option.

3. Common Shares are issued upon the redemption of OP Units on a one for one basis. OP Units have no expiration date.

4. Includes 17,975 LTIP Units subject to time vesting conditions.

5. On February 26, 2024, the reporting person exchanged an option to purchase 20,655 Company Common Shares for 20,655 AO LTIP Units. AO LTIP Units are similar to "net exercise" stock option awards and are convertible, once vested, into a number of vested LTIP Units determined by the quotient of (i) the excess of the value of a Common Share as of the date of the conversion over $207.52, divided by (ii) the value of a Common Share as of the date of conversion. Vested LTIP Units into which AO LTIP Units have been converted are further convertible, conditioned upon minimum allocations to the capital accounts of the LTIP Units for U.S. federal income tax purposes, into an equal number of OP Units. The resulting OP Units are redeemable by the holder for one Common Share per OP Unit or the cash value of a Common Share, at the Company's option.

6. On February 26, 2024, the reporting person exchanged an option to purchase 103,275 Company Common Shares for 103,275 AO LTIP Units. AO LTIP Units are similar to "net exercise" stock option awards and are convertible, once vested, into a number of vested LTIP Units determined by the quotient of (i) the excess of the value of a Common Share as of the date of the conversion over $221.68, divided by (ii) the value of a Common Share as of the date of conversion. Vested LTIP Units into which AO LTIP Units have been converted are further convertible, conditioned upon minimum allocations to the capital accounts of the LTIP Units for U.S. federal income tax purposes, into an equal number of OP Units. The resulting OP Units are redeemable by the holder for one Common Share per OP Unit or the cash value of a Common Share, at the Company's option.

7. Reflects an award of performance-based AO LTIP Units. Following certification of performance upon conclusion of the three year (2020-2022) performance period, 60% of of the earned award vested on March 6, 2023, with an additional 20% scheduled to vest, subject to the reporting person's continued employment, on each of March 6, 2024 and 2025.

Remarks:

	/s/ Nathaniel A. Vitan, Attorney-in-Fact	08/19/2024
	** 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.
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 Number.

Public Storage (PSA) Form 4Public Storage / JOSEPH D RUSSELL JR ownership change