SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Schwartz H. Michael

(Last)

(First)

(Middle)

10 TERRACE ROAD

(Street)

LADERA RANCH

92694

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SmartStop Self Storage REIT, Inc. [ n/a ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2023

4. If Amendment, Date of 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

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)
Class A Common Stock								483,224⁽¹⁾	I	See Footnote 1.
Class A Common Stock								117,260.79⁽²⁾	I	Through Schwartz Family Trust dated September 22, 2003

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Units⁽³⁾	$0⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	116.45		116.45	D
Class A Common Units⁽³⁾	$0⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	386,173		386,173⁽⁴⁾	I	See Footnote 4.
Long-Term Incentive Plan Units⁽⁵⁾	$0⁽⁵⁾	02/21/2023		A		191,429		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	191,429	$0	551,876.16	I	Through Schwartz Family Trust dated September 22, 2003
Long-Term Incentive Plan Units⁽⁵⁾	$0⁽⁵⁾	02/21/2023		A		188,572		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	188,572	$0	428,870.21	I	Through Schwartz Family Trust dated September 22, 2003
Class A-1 Units⁽⁸⁾	$0⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	9,590,781.71		9,590,781.71⁽⁹⁾	I	See Footnote 9.

Explanation of Responses:

1. Represents 483,224 shares of Class A Common Stock owned by SmartStop OP Holdings, LLC ("SOH") previously reported as being owned by the Reporting Person. SOH is indirectly owned and controlled by the Reporting Person.

2. Represents 117,260.79 shares of restricted stock previously reported as being owned by the Reporting Person.

3. Represents Class A common units ("Class A Common Units") of SmartStop OP, L.P., the Issuer's operating partnership (the "Operating Partnership"). Class A Common Units are redeemable by the holder for, at the election of the Issuer, shares of Class A Common Stock of the Issuer on a one-for-one basis or the cash value of such shares.

4. Represents 386,173 Class A Common Units owned by SOH previously reported as being owned by the Reporting Person.

5. Represents long-term incentive plan units ("LTIP Units") of the Operating Partnership. Vested LTIP Units are convertible into Class A Common Units.

6. Represents 191,429 LTIP Units issued to the Reporting Person pursuant to the Issuer's incentive plan, which LTIP Units vest ratably over four years commencing on December 31, 2023, subject to the Reporting Person's continued employment or service through each vesting date.

7. Represents 188,572 LTIP Units issued to the Reporting Person pursuant to the Issuer's incentive plan, which number is equal to 200% of the target number of LTIP Units to be issued upon vesting. The actual number of LTIP Units to be issued upon vesting can range from 0% to 100% of the number of LTIP Units reported, based on achievement of specified performance measures. Assuming the achievement of the specified performance measures, the LTIP Units, as adjusted, will vest no later than March 31, 2026.

8. Represents Class A-1 limited partnership units ("Class A-1 Units") of the Operating Partnership. Class A-1 Units are redeemable by the holder for, at the election of the Issuer, shares of Class A Common Stock of the Issuer on a one-for-one basis or the cash value of such shares.

9. Represents 9,590,781.71 Class A-1 Units owned by SOH previously reported as being owned by the Reporting Person.

	/s/ H. Michael Schwartz	02/23/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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