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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Limited Partnership Units of U-Store-It, L.P. | (2) | 10/27/2004 | J(3) | 337,756 | 10/27/2005 | (4) | Common Shares | 337,756 | (3) | 337,756 | I | By Amsdell Holdings I, Inc. (5) | |||
| Limited Partnership Units of U-Store-It, L.P. | (2) | 10/27/2004 | J(3) | 187,249 | 10/27/2005 | (4) | Common Shares | 187,249 | (3) | 187,249 | I | By Amsdell & Amsdell (5) | |||
| Limited Partnership Units of U-Store-It, L.P. | (2) | 10/27/2004 | J(3) | 604,510 | 10/27/2005 | (4) | Common Shares | 604,510 | (3) | 604,510 | I | By trust (5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| AMSDELL BARRY L C/O U-STORE-IT TRUST 6745 ENGLE ROAD, SUITE 300 CLEVELAND, OH 44130 |
X | |||
| /s/ Nick Katzakis, Attorney-in-Fact | 10/29/2004 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | In connection with the closing of the initial public offering (IPO) of the Issuer, and pursuant to a merger agreement between U-Store-It Trust and Amsdell Partners, Inc. the reporting person received Common Shares of the Issuer. The public offering price for Common Shares as set forth in the Issuer's final prospectus relating to the IPO ($16.00) was used to determine the number of securities issued. |
| (2) | Units of U-Store-It, L.P. are redeemable for an equal number of shares of the Issuer's common stock or, at the election of the Issuer, cash equal to the fair market value of such shares. |
| (3) | In connection with the closing of the IPO, and pursuant to a contribution agreement dated as of July 30, 2004, an entity owned by the reporting person contributed its interest in certain real estate property and related assets to the Issuer in exchange for Class A units of limited partnership interest in U-Store-It, L.P. The public offering price for Common Shares as set forth in the Issuer's final prospectus relating to the IPO ($16.00) was used to determine the number of securities issued. |
| (4) | These limited partnership units have no expiration date. |
| (5) | The reporting person has a 50% pecuniary interest in the units owned by Amsdell Holdings I, Inc., Amsdell & Amsdell general partnership and the trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |