As filed with the Securities and Exchange Commission
on July 22, 2026
Registration No. 333-277750
Registration No. 333-253663
Registration No. 333-223654
Registration No. 333-211974
Registration No. 333-211570
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-3
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION
STATEMENT NO. 333-277750
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION
STATEMENT NO. 333-253663
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION
STATEMENT NO. 333-223654
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION
STATEMENT NO. 333-211974
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION
STATEMENT NO. 333-211570
UNDER
THE SECURITIES ACT OF 1933
NATIONAL STORAGE AFFILIATES TRUST
(Pelican Merger Sub I, LLC, as successor by
merger to National Storage Affiliates Trust)
(Exact name of registrant as specified in its charter)
| State of Maryland |
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93-2834996 |
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(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
c/o Public Storage
2811 Internet Boulevard
Frisco, Texas 75034
(469) 649-9486
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Nathaniel A. Vitan
Chief Legal Officer and Corporate Secretary
Public Storage
2811 Internet Boulevard
Frisco, Texas 75034
(469) 649-9486
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Adam O. Emmerich, Esq.
Kyle M. Diamond, Esq.
Wachtell, Lipton,
Rosen & Katz
51 West 52nd Street
New York, New York
10019
(212) 403-1000
Approximate date of commencement of proposed
sale to the public: Not applicable
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under
the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 431(b) under
the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer |
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Accelerated filer |
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| Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ¨
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this “Post-Effective
Amendment”) to the following registration statements on Form S-3ASR and Form S-3 (the “Registration Statements”)
filed by Pelican Merger Sub I, LLC (“Merger Sub I”), as successor by merger to National Storage Affiliates Trust (the “Company”)
with the U.S. Securities and Exchange Commission (the “SEC”) are being filed by the Company to deregister any and all unsold
common shares of beneficial interest, par value $0.01 per share (“Common Shares”), preferred shares of beneficial interest,
par value $0.01 per share (the “Preferred Shares”) and any and all other securities registered but unsold or otherwise unissued
as of the date hereof under the Registration Statements:
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Registration Statement on Form S-3ASR (Registration No. 333-277750), filed on March 7, 2024 with the SEC, registering an indeterminate number of (i) Common Shares; (ii) Preferred Shares; (iii) depositary shares representing entitlement to all rights and preferences of fractions of preferred shares of a specified class or series and represented by depositary receipts; (iv) warrants to purchase common shares, preferred shares or depositary shares; (v) rights to purchase common shares or preferred shares; and (vi) debt securities. |
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Registration Statement on Form S-3ASR (Registration No. 333-253663), filed on February 26, 2021 with the SEC, registering an indeterminate number of (i) Common Shares; (ii) Preferred Shares; (iii) depositary shares representing entitlement to all rights and preferences of fractions of preferred shares of a specified class or series and represented by depositary receipts; (iv) warrants to purchase common shares, preferred shares or depositary shares; (v) rights to purchase common shares or preferred shares; and (vi) debt securities. |
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Registration Statement on Form S-3ASR (Registration No. 333-223654), filed on March 14, 2018 with the SEC, registering an indeterminate number of (i) Common Shares; (ii) Preferred Shares; (iii) depositary shares representing entitlement to all rights and preferences of fractions of preferred shares of a specified class or series and represented by depositary receipts; (iv) warrants to purchase common shares, preferred shares or depositary shares; (v) rights to purchase common shares or preferred shares; and (vi) debt securities. |
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Registration Statement on Form S-3 (Registration No. 333-211974), filed on June 10, 2016 with the SEC, registering 37,762,568 Common Shares. |
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Registration Statement on Form S-3 (Registration No. 333-211570), filed on May 25, 2016 with the SEC, as amended by Amendment No. 1, filed on June 6, 2016 with the SEC, registering an indeterminate number of (i) Common Shares; (ii) Preferred Shares; (iii) depositary shares representing entitlement to all rights and preferences of fractions of preferred shares of a specified class or series and represented by depositary receipts; (iv) warrants to purchase common shares, preferred shares or depositary shares; (v) rights to purchase common shares or preferred shares; and (vi) debt securities. |
On July 22, 2026, pursuant to an Agreement
and Plan of Merger, dated March 16, 2026, by and among the Company, NSA OP, LP (the “Partnership”), Public Storage, Public
Storage OP, L.P., Merger Sub I, and Pelican Merger Sub II, LLC (“Merger Sub II”), (a) the Company merged with and into
Merger Sub I (the “Company Merger”), with Merger Sub I surviving the Company Merger as a wholly owned direct subsidiary of
Public Storage, and (b) following the Company Merger, Merger Sub II merged with and into the Partnership (the “Partnership
Merger” and, together with the Company Merger, the “Mergers”), with the Partnership surviving the Partnership Merger
as an indirect subsidiary of Public Storage.
As a result of the consummation of the Mergers,
the Company is terminating all offerings of its securities pursuant to each Registration Statement by filing this Post-Effective Amendment.
In accordance with undertakings made by the Company in each Registration Statement to remove from registration, by means of a post-effective
amendment, any and all of the Company’s securities that had been registered under the Registration Statement that remain unsold
at the termination of the offerings, the Company hereby removes from registration any and all securities that were registered under the
Registration Statements that remain unsold as of July 22, 2026. The Registration Statements are hereby amended, as appropriate, to
reflect the deregistration of such securities.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto
duly authorized in City of Frisco, in the State of Texas, on July 22, 2026.
Pelican Merger Sub I, LLC, as successor by merger to
National Storage Affiliates Trust |
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| By: |
/s/ Steven C. Babinski |
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| Name: |
Steven C. Babinski |
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| Title: |
Assistant Secretary |
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No other person is required to sign this Post-Effective Amendment to
the Registration Statements on Form S-3 in reliance upon Rule 478 under the Securities Act of 1933, as amended.
