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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 | ||||||||
| Restricted Stock Units | (1) | (1) | (1) | Common Stock | (1) | 3,438 (1) (2) | D | ||||||||
| Restricted Stock Units | (1) | (1) | (1) | Common Stock | (1) | 5,969 (1) (3) | D | ||||||||
| Restricted Stock Units | (1) | (1) | (1) | Common Stock | (1) | 7,124 (1) (4) | D | ||||||||
| Performance Units | (1) | (1) | (1) | Common Stock | (1) | 9,202 (1) (5) | D | ||||||||
| Performance Units | (1) | (1) | (1) | Common Stock | (1) | 6,266 (1) (6) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Cloutier Ernest W C/O IRON MOUNTAIN INCORPORATED ONE FEDERAL STREET BOSTON, MA 02110 |
EVP, Gen. Counsel, Secretary | |||
| /s/ Sarah Cammarata, under Power of Attorney dated November 1, 2013, from Ernest W. Cloutier | 11/06/2014 | |
| **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) | This report reflects shares received by the Reporting Person as a result of the Reporting Person's receipt of his pro rata portion of a special distribution declared by the Board of Directors of the issuer on September 15, 2014 and paid on November 4, 2014 (the "Special Distribution"). |
| (2) | Includes 258 previously unreported unvested restricted stock units ("RSUs") allocated on November 4, 2014 in connection with the Special Distribution and associated with the previously reported RSU grant received by the Reporting Person on March 9, 2012. The RSUs vest in three substantially equal annual installments beginning on March 9, 2013, which was the first anniversary of the grant date. Each RSU represents a contingent right to receive one share of Iron Mountain Incorporated common stock ("Common Stock"). |
| (3) | Includes 449 previously unreported unvested RSUs allocated on November 4, 2014 in connection with the Special Distribution and associated with the previously reported RSU grant received by the Reporting Person on March 15, 2013. The RSUs vest in three substantially equal annual installments beginning on March 15, 2014, which was the first anniversary of the grant date. Each RSU represents a contingent right to receive one share of Common Stock. |
| (4) | Includes 535 previously unreported unvested RSUs allocated on November 4, 2014 in connection with the Special Distribution and associated with the previously reported RSU grant received by the Reporting Person on February 13, 2014. The RSUs vest in three substantially equal annual installments beginning on February 13, 2015, which will be the first anniversary of the grant date. Each RSU represents a contingent right to receive one share of Common Stock. |
| (5) | Includes 692 previously unreported unvested performance units ("PUs") allocated on November 4, 2014 in connection with the Special Distribution and associated with the previously reported PUs granted to the Reporting Person on March 9, 2012 and subsequently awarded by the Compensation Committee of the Board of Directors of the issuer (the "Compensation Committee") on March 13, 2013. Each PU represents a contingent right to receive one share of Common Stock. The PUs fully vest on March 9, 2015, subject to certain exceptions, if the Reporting Person is, as of that date, continuing to perform services for the issuer. |
| (6) | Includes 471 previously unreported unvested PUs allocated on November 4, 2014 in connection with the Special Distribution and associated with the previously reported PUs granted to the Reporting Person on March 15, 2013 and subsequently awarded by the Compensation Committee on March 10, 2014. Each PU represents a contingent right to receive one share of Common Stock. The PUs fully vest on March 15, 2016, subject to certain exceptions, if the Reporting Person is, as of that date, continuing to perform services for the issuer. |