Statement of Changes in Beneficial Ownership (4)

Date : 11/14/2017 @ 6:53PM
Source : Edgar (US Regulatory)
Stock : Extra Space Storage (EXR)
Quote : 87.35  0.0 (0.00%) @ 4:00AM

Statement of Changes in Beneficial Ownership (4)

FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Woolley Kenneth M.
2. Issuer Name and Ticker or Trading Symbol

Extra Space Storage Inc. [ EXR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Executive Chairman
(Last)          (First)          (Middle)

2795 EAST COTTONWOOD PARKWAY, SUITE 300
3. Date of Earliest Transaction (MM/DD/YYYY)

11/10/2017
(Street)

SALT LAKE CITY, UT 84121
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Prepaid Variable Forward Contract     (1) (2) (3) 11/10/2017     J/K      300000   (1) (2) (3)      11/8/2018   11/8/2018   Common Stock   300000     (1) (2) (3) 300000   D    

Explanation of Responses:
(1)  On November 10, 2017, the reporting person entered into a forward sale contract with an unaffiliated third party buyer. This contract obligates the reporting person to deliver to the buyer up to 300,000 shares of EXR common stock (or, at the reporting person's election, an equivalent amount of cash based on the market price of EXR common stock at that time) on the maturity date of the contract (November 8, 2018). In exchange for assuming this obligation, the reporting person will receive a cash payment of $21,761,337. The reporting person pledged 300,000 shares of EXR common stock (the "New Pledged Shares") to secure his obligations under the contract, and retained voting and dividend rights in the New Pledged Shares during the term of the pledge. (continued in footnote 2)
(2)  The number of shares of EXR common stock to be delivered to the buyer on the maturity date would be determined as follows: (a) if the volume weighted average price of EXR common stock on November 8, 2018 (the "Settlement Price") is less than or equal to $77.0977 ( the "Floor Level"), the reporting person will deliver to the buyer all of the New Pledged Shares; (b) if the Settlement Price is between the Floor Level and $94.2305 (the "Cap Level"), the reporting person will deliver to the buyer a number of shares of EXR common stock equal to 300,000 shares multiplied by a fraction, the numerator of which is the Floor Level and the denominator of which is the Settlement Price; (continued in footnote3)
(3)  and (c) if the Settlement Price is greater than the Cap Level, the reporting person will deliver to the buyer the number of shares of EXR common stock equal to 300,000 shares multiplied by a fraction, the numerator of which is the Floor Level plus the excess of the Settlement Price over the Cap Level, and the denominator of which is the Settlement Price.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Woolley Kenneth M.
2795 EAST COTTONWOOD PARKWAY
SUITE 300
SALT LAKE CITY, UT 84121
X
Executive Chairman

Signatures
Grace Kunde - attorney in fact 11/14/2017
** 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 control number.

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