SEC Filing (NYSE:EXR) | Extra Space Storage Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Tanner Richard

(Last)

(First)

(Middle)

2795 EAST COTTONWOOD PARKWAY

SUITE 400

(Street)

SALT LAKE CITY

84121

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/11/2004

3. Issuer Name and Ticker or Trading Symbol
Extra Space Storage Inc. [ EXR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Snr. VP East Coast Development

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	459,498	D
Common Stock	34,655	I	Held by Tanner Storage LLC.⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options	⁽²⁾	⁽³⁾	Common Stock	45,000	14⁽⁴⁾	D
Partnership Units⁽⁵⁾	⁽⁵⁾	⁽⁶⁾	Common Stock	50,138	⁽⁵⁾	D
Contingent Conversion Shares⁽⁷⁾	⁽⁷⁾	12/31/2008	Common Stock	209,844⁽⁸⁾	⁽⁷⁾	D
Contingent Conversion Units⁽⁹⁾	⁽⁹⁾	12/31/2008	Partnership Units	21,291⁽⁸⁾	⁽⁹⁾	D

Explanation of Responses:

1. Mr.Tanner is a non-member manager of Tanner Storage LLC, has no pecuniary interest in shares held by Tanner Storage LLC and disclaims beneficial ownership.

2. Become exercisable ratably over four years beginning on the first anniversary of the closing of the initial public offering of the Issuer.

3. Expire ten years from the date of grant which is the date of the closing of the initial public offering of the Issuer.

4. Assumed initial public offering price. Subject to adjustment based on the actual public offering price, which will be the exercise price.

5. Limited partnership units in Extra Space Storage LP, a Delaware limited partnership, of which the Issuer is the general partner through a wholly owned Massachusetts business trust subsidiary. Limited partnership units are redeemable 12 months from the initial public offering of the Issuer for a cash amount equal to the value of limited partnership units. In the Issuer's sole and absolute discretion, the Issuer may elect to acquire some or all of the tendered limited partnership units from the tendering party in exchange for shares of the Issuer's common stock, based on an exchange ratio of one share of common stock for one limited partnership unit.

6. N/A

7. Contingent conversion shares, $.01 par value per share, of the Issuer. Contingent conversion shares are automatically convertible into shares of the Issuer's common stock on a one-for-one basis (but not before March 31, 2006) upon the achievement of certain performance thresholds relating to 14 properties owned by the Issuer.

8. Estimated and subject to adjustment upon the closing of the initial public offering of the Issuer.

9. Contingent conversion units of Extra Space Storage LP. Contingent conversion units are automatically convertible into limited partnership units of Extra Space Storage LP on a one-for-one basis (but not before March 31, 2006) upon the achievement of certain performance thresholds relating to 14 properties owned by the Issuer.

	/s/ Kenneth R. Beck, Attorney in Fact	08/11/2004
	** 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 5 (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.

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                                POWER OF ATTORNEY

                    FOR SEC FILINGS ON FORMS 3, 4, 5 AND 144
                           IN RESPECT OF SECURITIES OF
                            EXTRA SPACE STORAGE INC.

     The undersigned hereby constitutes and appoints Kent W. Christensen,
Charles L. Allen and Kenneth R. Beck or any one of them acting alone, as his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution for him in his name and stead in any and all capacities, to sign
and file for and on his behalf, in respect of any acquisition, disposition or
other change in ownership of any shares of common stock of Extra Space Storage
Inc. (the "Company"), the following:

          (i) any Initial Statement of Beneficial Ownership of Securities on
     Form 3 to be filed with the Securities and Exchange Commission;

          (ii) any Statement of Changes of Beneficial Ownership of Securities on
     Form 4 to be filed with the Securities and Exchange Commission;

          (iii) any Annual Statement of Beneficial Ownership of Securities on
     Form 5 to be filed with the Securities and Exchange Commission;

          (iv) any Notice of Proposed Sale of Securities on Form 144 to be filed
     with the Securities and Exchange Commission; and

          (v) any and all agreements, certificates, receipts, or other documents
     in connection therewith.

     The undersigned hereby gives full power and authority to the
     attorney-in-fact to:

          (i) seek and obtain as the undersigned's representative and on the
     undersigned's behalf, information on transactions in the Company's
     securities from any third party, including brokers, employee benefit plan
     administrators and trustees, and the undersigned hereby authorizes any such
     person to release such information to the undersigned and approves and
     ratifies any such release of information.

     The undersigned hereby grants unto such attorney-in-fact and agent full
     power and authority to do and perform each and every act and thing
     requisite and necessary in connection with such matters and hereby ratifies
     and confirms all that any such attorney-in-fact and agent or substitute may
     do or cause to be done by virtue hereof.

     The undersigned acknowledges that:

          (i) neither the Company nor such attorney-in-fact assumes (i) any
     liability for the undersigned's responsibility to comply with the
     requirement of the Exchange Act, (ii) any liability of the undersigned for
     any failure to comply with such requirements, or (iii) any obligation or
     liability of the undersigned for profit disgorgement under Section 16(b) of
     the Exchange Act; and

          (ii) this Power of Attorney does not relieve the undersigned from
     responsibility for compliance with the undersigned's obligations under the
     Exchange Act, including without limitation the reporting requirements under
     Section 16 of the Exchange Act.

          This Power of Attorney shall remain in full force and effect until
     revoked by the undersigned in a signed writing delivered to such
     attorney-in-fact.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney.

Date: August 5, 2004
					     /s/ Richard S. Tanner
                                             ----------------------------------
                                             Name: Richard S. Tanner