Edgar Filing: Public Storage

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HUGHES B WAYNE ET AL

2. Issuer Name and Ticker or Trading Symbol
Public Storage [PSA]

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

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Chairman of the Board

(Last)

(First)

(Middle)

C/O PUBLIC STORAGE, 701 WESTERN AVE

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2008

(Street)

GLENDALE, CA 91201-2349

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								11,604,181 ⁽⁸⁾ ⁽⁹⁾	I	As Trustee ⁽¹⁾
Common Stock	09/09/2008		S		350,000	D	$ 90.7557	623,669 ⁽⁹⁾	I	As Settlor ⁽²⁾
Common Stock	09/10/2008		S		433,000	D	$ 86.385	190,669	I	As Settlor ⁽²⁾
Common Stock	09/11/2008		S		190,669	D	$ 86.4747	0	I	As Settlor ⁽²⁾
Common Stock								449,000 ⁽⁸⁾	I	GRAT ⁽³⁾
Common Stock								400,000 ⁽⁹⁾	I	By LLC ⁽⁴⁾
Common Stock								1,427	I	By IRA ⁽⁵⁾
Common Stock								1,000,000	I	By GRAT ⁽⁶⁾
Common Stock								1,200,000 ⁽⁹⁾	I	By LLC ⁽¹⁰⁾
Common Stock								400,000 ⁽⁹⁾	I	By LLC ⁽¹¹⁾
Common Stock								559,079.5132	I	By 401(k) Plan ⁽⁷⁾
Depositary Shares Representing Equity Stock								52,547	I	As Trustee ⁽¹⁾
Depositary Shares Representing Equity Stock								46	I	By IRA ⁽⁵⁾
Depositary Shares Representing Equity Stock								10,207.8583	I	By 401(k) Plan ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HUGHES B WAYNE ET AL C/O PUBLIC STORAGE 701 WESTERN AVE GLENDALE, CA 91201-2349	X	X		Chairman of the Board

Signatures

/s/ David Goldberg, Attorney in Fact		09/11/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	By B. Wayne Hughes, trustee for B.W. Hughes Living Trust dated 6/3/77 (the "Living Trust").
(2)	By the Northern Trust Company of Delaware, trustee for B. Wayne Hughes 2008 Irrevocable Intervivos Trust ("NTCD").
(3)	By B. Wayne Hughes, trustee of Wayne Hughes 9-05 Annuity Trust.
(4)	Shares held by American Commercial Equities Two, LLC, of which the reporting person is the sole member.
(5)	By custodian of an IRA for the reporting person's benefit.
(6)	By B. Wayne Hughes, trustee of Wayne Hughes 6-07 Annuity Trust.
(7)	401(k) plan units that represent interests in common stock; based on plan information as of September 9, 2008.
(8)	Reflects the following upward adjustment to shares previously reported as owned by the reporting person: 340,000 shares previously held by the Wayne Hughes 9-05 Annuity Trust were distributed to the Living Trust and are now owned by the Living Trust.
(9)	Reflects the following downward adjustment to shares previously reported as owned by the reporting person: an additional 90,000 shares previously owned by the Living Trust were contributed to American Commercial Equities Two, LLC; an additional 285,000 shares previously owned by the Living Trust were contributed to American Commercial Equities Three, LLC; 400,000 shares previously owned by the Living Trust were contributed to Japanese Village, LLC; and 973,669 shares previously owned by the Living Trust were transferred to NTCD.
(10)	Shares held by American Commercial Equities Three, LLC, of which the reporting person is the sole member.
(11)	Shares held by Japanese Village, LLC, of which the reporting person is the sole member.

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