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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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 *

RUSSELL JOSEPH D JR
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
(Last)          (First)          (Middle)

C/O PUBLIC STORAGE, 701 WESTERN AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

1/17/2023
(Street)

GLENDALE, CA 91201
(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
Common Stock 2/28/2023  F  217 D$298.95 45131 (1)D  
Common Stock 2/28/2023  F  1790 D$298.95 43341 (2)D  

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) (3)$221.68 (3)1/17/2023 (3) A   103275 (3)   3/6/2023 (3)3/6/2030 (3)Common Stock 103275 (3)$0 103275 (3)D  

Explanation of Responses:
(1) Includes 30,650 restricted stock units.
(2) Includes 26,900 restricted stock units.
(3) Reflects an award of performance-based stock options originally granted March 6, 2020, subject to a three year (2020-2022) performance period. As originally granted, this award was for 80,000 options (at target) with an exercise price of $228.94 per share. Pursuant to anti-dilution provisions of the Company's 2016 Equity and Performance-Based Incentive Compensation Plan, these options were adjusted to reflect the special dividend declared by the Company on July 22, 2022. On January 17, 2023, following completion of the performance period, the Compensation Committee certified performance at 125% of target, as reflected here. Three-fifths of these options will vest on March 6, 2023, with the remaining vesting ratably over the next two years. These options were previously inadvertently omitted.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
RUSSELL JOSEPH D JR
C/O PUBLIC STORAGE
701 WESTERN AVENUE
GLENDALE, CA 91201
X
President and CEO

Signatures
/s/ Nathaniel A. Vitan, Attorney-in-Fact3/2/2023
**Signature of Reporting PersonDate


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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