Exhibit
4.1


 




	
  

  	
  COUNTERSIGNED:
  BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. 1717 ARCH ST., STE. 1300,
  PHILADELPHIA, PA 19103 TRANSFER AGENT BY: AUTHORIZED SIGNATURE NUMBER SHARES
  DATED: THIS CERTIFIES THAT: IS THE OWNER OF FORMED UNDER THE LAWS OF THE
  STATE OF MARYLAND (the "Trust") transferable on the books of the
  Trust by the holder hereof in person or by its duly authorized attorney upon
  surrender of this certificate duly endorsed or assigned. This certificate and
  the shares represented hereby are subject to the laws of the State of
  Maryland, and to the Declaration of Trust and Bylaws of the Trust, as now or
  hereafter amended. This certificate is not valid until countersigned by the
  Transfer Agent. WITNESS the facsimile seal of the Trust and the facsimile signatures
  of its duly authorized officers. C O M M O N S H A R E S CHIEF FINANCIAL
  OFFICER CHIEF EXECUTIVE OFFICER SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER
  RESTRICTIONS AND OTHER INFORMATION FULLY PAID AND NON-ASSESSABLE COMMON
  SHARES OF BENEFICIAL INTEREST OF $0.01 PAR VALUE PER SHARE OF NATIONAL
  STORAGE AFFILIATES TRUST PROOF 

  






 















	
  

  	
  COLUMBIA
  PRINTING SERVICES, LLC - www.stockinformation.com The following
  abbreviations, when used in the inscription on the face of this certificate,
  shall be construed as though they were written out in full according to
  applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN
  ACT - Custodian TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN
  - as joint tenants with right of under Uniform Gifts to Minors survivorship
  and not as tenants Act in common (State) Additional abbreviations may also be
  used though not in the above list. For Value Received,
  ___________________________________________ hereby sell, assign and transfer
  unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
  (PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
  Common Shares of beneficial interest represented by the within Certificate,
  and do hereby irrevocably constitute and appoint Attorney to transfer the
  said Common Shares of beneficial interest on the books of the within named
  Trust with full power of substitution in the premises. Dated NOTICE: THE
  SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
  THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
  ENLARGEMENT OR ANY CHANGE WHATSOEVER. THE SIGNATURE TO THE ASSIGNMENT MUST
  CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY
  PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND
  MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF
  A NATIONAL OR REGIONAL OR OTHER RECOGNIZED STOCK EXCHANGE IN CONFORMANCE WITH
  A SIGNATURE GUARANTEE MEDALLION PROGRAM. NATIONAL STORAGE AFFILIATES TRUST
  IMPORTANT NOTICE The Trust will furnish to any shareholder, on request and
  without charge, a full statement of the information required by Section
  8-203(d) of the Corporations and Associations Article of the Annotated Code
  of Maryland with respect to the designations and any preferences, conversion
  and other rights, voting powers, restrictions, limitations as to dividends
  and other distributions, qualifications, and terms and conditions of
  redemption of the shares of each class of beneficial interest which the Trust
  has authority to issue and, if the Trust is authorized to issue any preferred
  or special class in series, (i) the differences in the relative rights and
  preferences between the shares of each series to the extent set, and (ii) the
  authority of the Board of Trustees to set such rights and preferences of
  subsequent series. The foregoing summary does not purport to be complete and
  is subject to and qualified in its entirety by reference to the Declaration
  of Trust of the Trust, a copy of which will be sent without charge to each
  shareholder who so requests. Such request must be made to the Secretary of
  the Trust at its principal office or to the Transfer Agent. The shares
  evidenced by this certificate are subject to restrictions on Beneficial Ownership
  and Constructive Ownership and Transfer for the purpose, among others, of the
  Trust’s maintenance of its qualification as a real estate investment trust
  under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to
  certain further restrictions and except as expressly provided in the Trust’s
  Declaration of Trust, (i) no Person may Beneficially Own or Constructively
  Own Common Shares in excess of 9.8 percent (in value or number of shares,
  whichever is more restrictive) of the outstanding Common Shares unless such
  Person is exempt from such limitation or is an Excepted Holder (in which case
  the Excepted Holder Limit shall be applicable); (ii) no Person may
  Beneficially Own or Constructively Own Preferred Shares of any class or
  series in excess of 9.8 percent (in value or number of shares, whichever is
  more restrictive) of the outstanding Preferred Shares of such class or
  series, unless such Person is exempt from such limitation or is an Excepted
  Holder (in which case the Excepted Holder Limit shall be applicable); (iii)
  no Person may Beneficially Own or Constructively Own Equity Shares in excess
  of 9.8 percent (in value or number of shares, whichever is more restrictive)
  of the total outstanding Equity Shares, unless such Person is exempt from
  such limitation or is an Excepted Holder (in which case the Excepted Holder
  Limit shall be applicable); (iv) no Person may Beneficially Own or
  Constructively Own Equity Shares that would result in the Trust being
  “closely held” under Section 856(h) of the Code (without regard to whether
  the ownership interest is held during the last half of a taxable year) or
  otherwise cause the Trust to fail to qualify as a REIT; and (v) any Transfer
  of Equity Shares that, if effective, would result in the Equity Shares being
  beneficially owned by fewer than 100 persons (as determined under the
  principles of Section 856(a)(5) of the Code) shall be void ab initio, and the
  intended transferee shall acquire no rights in such Equity Shares. Any Person
  who Beneficially Owns or Constructively Owns or attempts to Beneficially Own
  or Constructively Own Equity Shares which causes or will cause a Person to
  Beneficially Own or Constructively Own Equity Shares in excess or in
  violation of the above limitations must immediately notify the Trust or, in
  the case of such a proposed or attempted transaction, give at least 15 days
  prior written notice. If any of the restrictions on transfer or ownership as
  set forth in (i), (ii), (iii) or (iv) above are violated, the Equity Shares
  in excess or in violation of the above limitations will be transferred
  automatically to a Trustee of a Charitable Trust for the benefit of one or
  more Charitable Beneficiaries. Furthermore, upon the occurrence of certain
  events, attempted Transfers in violation of the restrictions described above
  may be void ab initio. All capitalized terms in this legend have the meanings
  defined in the Trust’s Declaration of Trust, as the same may be amended from
  time to time, a copy of which, including the restrictions on transfer and
  ownership, will be furnished to each holder of Equity Shares on request and
  without charge. Requests for such a copy may be directed to the Secretary of
  the Trust at its principal office or to the Transfer Agent. KEEP THIS
  CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED, THE TRUST
  WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A
  REPLACEMENT CERTIFICATE.