S-8

As filed with the Securities and Exchange Commission on June 2, 2016

Registration No. 333-           

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CUBESMART

(Exact name of registrant as specified in charter)

Maryland

(State or other jurisdiction of incorporation or organization)

20-1024732

(I.R.S. Employer Identification No.)

5 Old Lancaster Road
Malvern, Pennsylvania 19355
(610) 535-5700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Amended and Restated CubeSmart 2007 Equity Incentive Plan
(f/k/a the U-Store-It Trust 2007 Equity Incentive Plan)
(Full title of the plan)

Jeffrey P. Foster

Senior Vice President, Chief Legal Officer
CubeSmart
5 Old Lancaster Road
Malvern, Pennsylvania 19355

(610) 535-5765

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Justin W. Chairman.

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, Pennsylvania 19103

(215) 963-5000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title Of Each Class of Securities To Be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)		Proposed Maximum Offering Price (2)		Amount Of Registration Fee (2)
Common Shares, par value $0.01 per share	4,500,000	$	31.71	$	142,695,000	$	14,369.39

(1)Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers additional shares that may become issuable under the Amended and Restated CubeSmart 2007 Equity Incentive Plan (f/k/a the U-Store-It Trust 2007 Equity Incentive Plan) by reason of certain transactions or events, including any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the registrant’s outstanding common shares.

(2)Established solely for purposes of determining the registration fee pursuant to provisions of Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, by averaging the high and low sale prices of the registrant’s common shares as reported by the New York Stock Exchange on May 31, 2016.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in this Part I of Form S-8 (plan information and registrant information and employee plan annual information) will be sent or given to participants in the plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents need not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by CubeSmart (the “Company” or the “Registrant”) with the Commission are incorporated by reference into this registration statement:

(1) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the Commission on February 19, 2016;

(2) The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016, filed with the Commission on April 29, 2016;

(3) The Registrant’s Current Report on Form 8-K filed with the SEC on June 2, 2016;

(4) The information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 from the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 14, 2016; and

(5) The description of the Registrant’s shares of common shares of beneficial interest, par value $0.01 per share (“Common Shares”), contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on October 19, 2004, under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any amendment or report filed with the Commission for purposes of updating such description.

All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this registration statement that indicates that all of the Common Shares offered have been sold or that deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of the filing of such reports and documents. Unless expressly incorporated into this registration statement, a report furnished but not filed on Form 8-K shall not be incorporated by reference into this registration statement to the extent furnished but not filed.

Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein (or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

EXPERTS

The consolidated financial statements and financial statement schedules of CubeSmart as of December 31, 2015 and 2014 and for each of the years in the three-year period ended December 31, 2015 and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2015 have been incorporated by reference herein in reliance upon the reports of

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KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

Not Applicable.

Item 6. Indemnification of Directors and Officers.

The Maryland REIT Law permits a Maryland real estate investment trust to include in its declaration of trust a provision limiting the liability of its trustees and officers to the trust and CubeSmart’s shareholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services for the amount of the benefit or profit in money, property, or services actually received or (b) active or deliberate dishonesty established in a judgment or other final adjudication to be material to the cause of action. CubeSmart’s declaration of trust contains a provision that limits the liability of CubeSmart’s trustees and officers to the maximum extent permitted by Maryland law.

The Maryland REIT Law permits a Maryland real estate investment trust to indemnify and advance expenses to its trustees, officers, employees and agents to the same extent as permitted by the Maryland General Corporation Law (the “MGCL”) for directors and officers of Maryland corporations. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was a result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or if the director or officer was adjudged to be liable to the corporation nor may a director or officer be indemnified in circumstances in which the director or officer is found liable for an improper personal benefit, unless in either case a court orders indemnification and then only for expenses. In accordance with the MGCL and CubeSmart’s bylaws, as a condition to advancement of expenses, CubeSmart is required to obtain (a) a written affirmation by the trustee or officer of his good faith belief that he has met the standard of conduct necessary for indemnification and (b) a written statement by him or on his behalf to repay the amount paid or reimbursed by us if it shall ultimately be determined that the standard of conduct was not met.

CubeSmart’s declaration of trust provides that it shall indemnify, to the maximum extent permitted by Maryland law in effect from time to time, (a) any individual who is a present or former trustee or officer (including any individual who, at CubeSmart’s request, serves or has served as an officer, partner, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or any other enterprise) to which such person may become subject by reason of service in such capacity and (b) any present or former trustee or officer who has been successful in the defense of a proceeding to which such person may become subject by reason of service in such capacity. CubeSmart has the power, with the approval of CubeSmart’s board of trustees, to provide indemnification and advancement of expenses to a present or former trustee or officer who served a predecessor of CubeSmart in any of the capacities described above and to any employee or agent of CubeSmart or a predecessor of CubeSmart.

The above discussion of CubeSmart’s declaration of trust and bylaws and of the MGCL is not intended to be exhaustive and is qualified in its entirety by such declaration of trust, bylaws and statutes.

CubeSmart entered into indemnification agreements with each of its executive officers and trustees whereby CubeSmart indemnifies such executive officers and trustees to the fullest extent permitted by Maryland law against all expenses and liabilities, subject to limited exceptions.

Item 7. Exemption from Registration Claimed.

Not Applicable.

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Item 8. Exhibits.

A list of exhibits filed herewith or incorporated by reference is contained in the Exhibit Index immediately following the signature pages and is incorporated herein by reference.

Item 9. Undertakings.

The undersigned Registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that Paragraphs (1)(i) and (1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, CubeSmart certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Malvern, Pennsylvania, on June 2, 2016.

CUBESMART
By:	/s/Timothy M. Martin
	Timothy M. Martin
	Chief Financial Officer

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated below.

Each person whose signature appears below hereby appoints Christopher P. Marr, Timothy M. Martin, and Jeffrey P. Foster and each of them acting individually, as his true and lawful attorneys-in-fact, with full power of substitution and resubstitution, with the authority to execute in the name of each such person, and to file with the Commission, together with any exhibits thereto and other documents therewith, any and all amendments (including post-effective amendments) to this Registration Statement, and any registration statements filed pursuant to General Instruction E to Form S-8 in respect of this registration statement and any and all amendments thereto (including post-effective amendments and all other related documents) necessary or advisable to enable the registrant to comply with the Securities Act, and any rules, regulations and requirements of the Commission in respect thereof, which amendments or registration statements may make such other changes in the registration statement as the aforesaid attorney-in-fact executing the same deems appropriate

Signature	Title	Date
/s/ William M. Diefenderfer III	Chairman of the Board of Trustees	June 2, 2016
William M. Diefenderfer III
/s/ Christopher P. Marr	Chief Executive Officer and Trustee	June 2, 2016
Christopher P. Marr	(Principal Executive Officer)
/s/ Timothy M. Martin	Chief Financial Officer	June 2, 2016
Timothy M. Martin	(Principal Financial and Accounting Officer)
/s/ Piero Bussani	Trustee	June 2, 2016
Piero Bussani
/s/ John W. Fain	Trustee	June 2, 2016
John W. Fain
/s/ Marianne M. Keler	Trustee	June 2, 2016
Marianne M. Keler
/s/ John F. Remondi	Trustee	June 2, 2016
John F. Remondi
/s/ Jeffrey F. Rogatz	Trustee	June 2, 2016
Jeffrey F. Rogatz
/s/ Deborah Ratner Salzberg	Trustee	June 2, 2016
Deborah Ratner Salzberg

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EXHIBIT INDEX

Exhibit No.	Description
4.1	Amended and Restated CubeSmart 2007 Equity Incentive Plan, as amended and restated effective June 1, 2016 (filed as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A on April 14, 2016 and incorporated by reference herein).
5.1	Opinion of Saul Ewing LLP.
23.1	Consent of KPMG LLP relating to financial statements of CubeSmart.
23.2	Consent of Saul Ewing LLP (included in Exhibit 5.1 filed herewith).
24.1	Power of Attorney (included on signature pages hereto).

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EX-5.1

Exhibit 5.1

lawyers@saul.com www.saul.com 365958.00012

June 2, 2016

CubeSmart

5 Old Lancaster Road

Malvern, Pennsylvania 19355

Re:Registration Statement on Form S-8

Amended and Restated CubeSmart 2007 Equity Incentive Plan

Ladies and Gentlemen:

We have acted as Maryland counsel to CubeSmart, a Maryland real estate investment trust (the “Company”), in connection with certain matters of Maryland law arising out of the registration by the Company, pursuant to a registration statement on Form S-8 (the “Registration Statement”) filed under the Securities Act of 1933, as amended (the “Act”), of 4,500,000 shares (the “Shares”) of the Company’s common shares of beneficial interest, par value $0.01 per share, that may be issued under the Amended and Restated CubeSmart 2007 Equity Inventive Plan (the “Plan”) , which was formerly known as the U-Store-It Trust 2007 Equity Incentive Plan.

As a basis for our opinions, we have examined the following documents (collectively, the “Transaction Documents”):

(i)            the Registration Statement filed by the Company with the Securities and Exchange Commission under the Act; and

(ii)           the Plan.

Also, as a basis for these opinions, we have examined the originals or certified copies of the following:

(i)            a certified copy of the Articles of Restatement of the Company filed with the Maryland State Department of Assessments and Taxation (“SDAT”) on May 27, 2015 (the “Articles of Restatement”);

DELAWARE    MARYLAND    MASSACHUSETTS    NEW JERSEY    NEW YORK    PENNSYLVANIA    WASHINGTON, DC

A DELAWARE LIMITED LIABILITY PARTNERSHIP

(ii)           a certified copy of the Articles of Amendment of the Company filed with the SDAT on May 27, 2015 (the “Articles of Amendment”);

(iii)          a certified copy of the Articles Supplementary of the Company regarding the 7.75% Series A Cumulative Redeemable Preferred Shares, par value $0.01 filed with the SDAT on October 31, 2011 (the “Articles Supplementary”);

(iv)          a certified copy of the Articles of Amendment of the Company filed with the SDAT on September 14, 2011 (the “Name Change Amendment”)

(v)           a certified copy of the Articles of Amendment and Restatement of the Company as filed with the Articles of Merger of the Company filed with SDAT on October 26, 2004 (the “Articles of Amendment and Restatement”; together with the Articles of Restatement, Articles of Amendment, Articles Supplementary and Name Change Amendment, the “Declaration of Trust”);

(vi)          a certified copy of the Third Amended and Restated Bylaws as approved on September 14, 2011 (the “Bylaws”);

(vii)         a copy of the resolutions adopted by the Board of Directors of the Company on April 5, 2016 relating to, among other matters, the approval of the Plan (the “Plan Approval Resolutions”);

(viii)        a copy of the resolutions adopted by the Board of Directors of the Company on June 1, 2016 relating to, among other matters, the authorization to file the Registration Statement and the issuance of the Shares under the Plan (together with the Plan Approval Resolutions, the “Board Resolutions”);

(ix)          a certificate of status for the Company issued by the SDAT dated June 1, 2016;

(x)           a certificate of the secretary of the Company as to the authenticity of the Declaration, Bylaws, and Board Resolutions, the approval of the Plan by the shareholders of the Company, the incumbency of the officers of the Company and other matters that we have deemed necessary and appropriate; and

(xi)          such other documents and matters as we have deemed necessary and appropriate to express the opinions set forth in this letter, subject to the limitations, assumptions and qualifications noted below.

In reaching the opinions set forth below, we have assumed:

(a)           the legal capacity of all natural persons executing any documents, whether on behalf of themselves or other persons;

(b)           that all signatures on the Transaction Documents and any other documents submitted to us for examination are genuine;

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(c)           the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified or photographic copies, and the accuracy and completeness of all documents;

(d)           that the form and content of all documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of the Transaction Documents as executed and delivered;

(e)           that all representations, warranties, statements and information contained in the Transaction Documents are accurate and complete;

(f)            that there will be no changes in applicable law between the date of this opinion and any date of issuance or delivery of the Shares;

(g)           that at the time of delivery of the Shares, the authorization of the issuance of the Shares will not have been modified or rescinded and all contemplated additional actions shall have been taken in accordance with the Board Resolutions and the Plan;

(h)           that the issuance, execution and delivery of the Shares, and the compliance by the Company with the terms of the Shares, will not violate any then-applicable law or result in a default under, breach of, or violation of any provision of any instrument or agreement then binding on the Company, or any restriction imposed by any court or governmental body having jurisdiction over the Company;

(i)            that the consideration received or proposed to be received for the issuance and sale or reservation for issuance of any offering of the Shares of the Company as contemplated by the Registration Statement is not less than the par value per share; and

(j)            that the aggregate number of shares of beneficial interest of the Company which would be outstanding after the issuance or reservation for issuance of any Shares, and any other contemporaneously issued or reserved common shares of beneficial interest or preferred shares of beneficial interest of the Company, together with the number of common shares of beneficial interest and preferred shares of beneficial interest of the Company previously issued and outstanding and the number of common shares of beneficial interest and preferred shares of beneficial interest of the Company previously reserved for issuance by the Company upon the conversion or exchange of other securities issued by the Company, does not and will not exceed the aggregate number of the then total authorized shares of beneficial interest of the Company or of the then authorized shares of beneficial interest of the Company within the applicable class or series of common shares of beneficial interest and preferred shares of beneficial interest of the Company.

As to various questions of fact material to our opinions, we have relied upon a certificate and representations of Jeffrey P. Foster, as secretary of the Company, and have assumed that the Secretary’s certificate and representations continue to remain true and complete as of the date of this letter.  We have not examined any court records, dockets, or other public records, nor have we investigated the Company’s history or other transactions, except as specifically set forth in this letter.

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Based on our review of the foregoing and subject to the assumptions and qualifications set forth in this letter, it is our opinion, as of the date of this letter, that:

1.             The Company is a real estate investment trust, duly formed, existing, and in good standing under the laws of the State of Maryland.

2.             The issuance of the Shares is duly authorized and, when and if the Shares are issued and delivered in the manner and for the consideration contemplated by the Plan, the Shares will be validly issued, fully paid and nonassessable.

In addition to the qualifications set forth above, the opinions set forth in this letter are also subject to the following qualifications:

(i)            We express no opinion as to the laws of any jurisdiction other than the laws of the State of Maryland.  We express no opinion as to the principles of conflict of laws of any jurisdiction, including the laws of the State of Maryland.

(ii)           We assume no obligation to supplement our opinions if any applicable law changes after the date of this letter or if we become aware of any facts that might alter the opinions expressed in this letter after the date of this letter.

(iii)          We express no opinion with respect to any documents defined or referred to in the Transaction Documents, other than the Transaction Documents themselves.

(iv)          We express no opinion on the application of federal or state securities laws to the transactions contemplated in the Transaction Documents.

The opinions expressed in this letter are solely for your benefit and are furnished only with respect to the transactions contemplated by the Transaction Documents.  Accordingly, these opinions may not be relied upon by or quoted to any other person or entity without, in each instance, our prior written consent.  The opinions expressed in this letter are limited to the matters set forth in this letter, and no other opinions shall be implied or inferred beyond the matters expressly stated.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein.  In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933.

Very truly yours,

/s/ SAUL EWING LLP

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EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Trustees and Shareholders of

CubeSmart:

We consent to the use of our reports dated February 19, 2016, with respect to the consolidated balance sheets of CubeSmart as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the years in the three-year period ended December 31, 2015, and the related financial statement schedule and the effectiveness of internal control over financial reporting as of December 31, 2015, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.

Our reports dated February 19, 2016 refer to a change in the method of reporting discontinued operations in 2014.

/s/ KPMG LLP

Philadelphia, Pennsylvania

June 1, 2016