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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 | ||||||||
| Phantom Stock (2) | (3) | 08/16/2013 | A | 3,944 (2) | (3) | (3) | Common Stock | 3,944 (2) | $ 0.01 | 3,944 (2) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| RAKOWICH WALTER C C/O IRON MOUNTAIN INCORPORATED 745 ATLANTIC AVENUE BOSTON, MA 02111 |
X | |||
| /s/ Sarah Cammarata, under Power of Attorney dated July 29, 2013, from Walter Rakowich | 10/21/2013 | |
| **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) | Consists of shares issuable upon the settlement of those certain restricted stock units (the "RSUs") granted on August 16, 2013. The RSUs shall vest on the one year anniversary of the grant date (or, if earlier, the annual meeting of stockholders that is closest to the one year anniversary). On August 20, 2013, in connection with the grant of the RSUs, the Reporting Person filed a Form 4 (the "Original Form 4") to report an acquisition of 4,073 shares of Iron Mountain Incorporated common stock in Table I. On August 25, 2013, the Reporting Person made an election to defer receipt of all RSUs awarded during 2013 pursuant to the Iron Mountain Incorporated Directors Deferred Compensation Plan (the "Plan"). The Original Form 4, therefore, is being amended to reflect the receipt of a pro-rata portion of the RSUs in Table II as shares of phantom stock. |
| (2) | As a result of the Reporting Person's election to defer receipt of all RSUs awarded during 2013 pursuant to the Plan, the Reporting Person is entitled to defer a pro-rata portion of all RSUs previously granted in 2013 determined based on the total number of days between the grant date, which was August 16, 2013, and the projected vesting date. |
| (3) | Pursuant to the Reporting Person's election to participate in the Plan, the shares of phantom stock will become payable in shares of Iron Mountain Incorporated common stock on the next business day after January 1, 2016, or on various other dates as provided in the Plan. Each share of phantom stock is the economic equivalent of one share of common stock. |