Amendment: SEC Form SCHEDULE 13D/A filed by SmartStop Self Storage REIT Inc.
$SMA
Real Estate Investment Trusts
Real Estate
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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SmartStop Self Storage REIT, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
83192D501 (CUSIP Number) |
H. Michael Schwartz, CEO SmartStop Self Storage REIT, Inc., 10 Terrace Road Ladera Ranch, CA, 92694 (949) 429-6600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/03/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 83192D501 |
| 1 |
Name of reporting person
H. Michael Schwartz | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,832,480.19 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The amounts in Rows 7 and 9 above represent (i) 120,805.97 shares of Class A Common Stock (as defined in Item 1 hereto) of the Issuer (as defined in Item 1 hereto) owned by SmartStop OP Holdings, LLC ("SOH"), as to which the Reporting Person (as defined in Item 2 hereto) has voting and dispositive power; (ii) 96,543.26 Class A limited partnership units (the "OP Units") of SmartStop OP, L.P., the Issuer's operating partnership (the "Operating Partnership"), owned by SOH, as to which the Reporting Person has voting and dispositive power; and (iii) 2,397,695.44 Class A-1 limited partnership units of the Operating Partnership ("Class A-1 Units") owned by SOH, as to which the Reporting Person has voting and dispositive power. OP Units are redeemable by the holder for, at the election of the Issuer, shares of Class A Common Stock on a one-for-one basis or the cash value of such shares. Class A-1 Units are redeemable by the holder for, at the election of the Issuer, shares of Class A Common Stock on a one-for-one basis or the cash value of such shares.
(2) The amounts in Rows 8 and 10 above represent (i) 18,000 shares of unclassified common stock indirectly owned by Churchill TRI LLC, which is 50% owned by The H. Michael Schwartz 2011 Irrevocable Trust and is 50% owned by The Holly Breaux Schwartz 2011 Irrevocable Trust, (ii) 29,315.15 shares of Class A Common Stock held by a family trust, as to which the Reporting Person has shared voting and dispositive power; (iii) 29.11 OP Units held by a family trust, and (iv) 170,091.26 vested long-term incentive plan units ("LTIP Units") of the Operating Partnership held by a family trust, as to which the Reporting Person has shared voting and dispositive power. Vested LTIP Units are convertible into OP Units on a one-for-one basis.
(3) The amount in Row 11 above represents an aggregate of (i) 18,000 shares of unclassified common stock; (ii) 150,121.12 shares of Class A Common Stock; (iii) 96,572.37 OP Units; (iv) 2,397,695.44 Class A-1 Units; and (v) 170,091.26 vested LTIP Units. Does not include (i) 114,764.71 unvested time-based LTIP Units; or (ii) 141,535.51 unvested performance-based LTIP Units, in each case which were issued to the Reporting Person under the Issuer's Employee and Director Long-Term Incentive Plan, as they do not vest within 60 days of April 7, 2025. Except for the securities held directly by the Reporting Person, the Reporting Person disclaims beneficial ownership of the remaining securities except to the extent of his pecuniary interest therein.
(4) The Reporting Person's percentage ownership in Row 13 above is based on (i) approximately 55,102,117 shares of common stock outstanding as of April 7, 2025, and (ii) approximately 3,386,086 limited partnership units of the Operating Partnership which includes, with respect to the Reporting Person only, units that are, or will be within 60 days of April 7, 2025, vested, outstanding, and convertible into common stock of the Company.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock | |
| (b) | Name of Issuer:
SmartStop Self Storage REIT, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
10 Terrace Road, Ladera Ranch,
CALIFORNIA
, 92694. | |
Item 1 Comment:
This Amendment No. 4 ("Amendment No. 4") amends and supplements the Schedule 13D filed on September 3, 2021 (the "Original Statement"), as amended by Amendment No. 1 thereto filed on December 10, 2021 ("Amendment No. 1"), Amendment No. 2 thereto filed on August 10, 2022 ("Amendment. No. 2"), and Amendment No. 3 thereto filed on October 31, 2022 ("Amendment No. 3"), and relates to the Class A common stock (the "Class A Common Stock"), $0.001 par value per share, of SmartStop Self Storage REIT, Inc., a Maryland corporation (the "Issuer"). The Issuer's principal executive office is located at 10 Terrace Road, Ladera Ranch, California 92694. Information contained in the Original Statement, as amended by Amendment No. 1, Amendment No. 2, and Amendment No. 3, remains effective except to the extent that it is amended, restated, supplemented, or superseded by the information contained in this Amendment No. 4. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The Reporting Person is deemed to beneficially own an aggregate of 2,832,480.19 shares of common stock, as follows (i) 18,000 shares of unclassified common stock; (ii) 150,121.12 shares of Class A Common Stock; (iii) 96,572.37 OP Units; (iv) 2,397,695.44 Class A-1 Units; and (v) 170,091.26 vested LTIP Units, which represents beneficial ownership of approximately 4.8% of the Issuer's outstanding common stock. The Reporting Person's percentage ownership is based on (i) approximately 55,102,117 shares of common stock outstanding as of April 7, 2025, and (ii) approximately 3,386,086 limited partnership units of the Operating Partnership which includes, with respect to the Reporting Person only, units that are, or will be within 60 days, vested, outstanding, and convertible into common stock of the Company.
The above does not include (i) 114,764.71 unvested time-based LTIP Units; or (ii) 141,535.51 unvested performance-based LTIP Units, in each case which were issued to the Reporting Person under the Issuer's Employee and Director Long-Term Incentive Plan, as they do not vest within 60 days of April 7, 2025. | |
| (b) | The Reporting Person has sole power to vote and dispose of 2,615,044.67 securities, which is comprised of (i) 120,805.97 shares of Class A Common Stock owned by SOH, as to which the Reporting Person has voting and dispositive power; (ii) 96,543.26 OP Units owned by SOH, as to which the Reporting Person has voting and dispositive power; and (iii) 2,397,695.44 Class A-1 Units owned by SOH, as to which the Reporting Person has voting and dispositive power.
The Reporting Person has shared power to vote and dispose of 217,435.52 securities, which is comprised of (i) 18,000 shares of unclassified common stock indirectly owned by Churchill TRI LLC, which is 50% owned by The H. Michael Schwartz 2011 Irrevocable Trust and is 50% owned by The Holly Breaux Schwartz 2011 Irrevocable Trust; (ii) 29,315.15 shares of Class A Common Stock held by a family trust, as to which the Reporting Person has shared voting and dispositive power; and (iii) 29.11 OP Units held by a family trust; and (iv) 170,091.26 vested LTIP Units held by a family trust, as to which the Reporting Person has shared voting and dispositive power.
Except for the securities held directly by the Reporting Person, the Reporting Person disclaims beneficial ownership of the remaining securities except to the extent of his pecuniary interest therein. | |
| (c) | None. | |
| (d) | Except as described herein with respect to indirect holdings by the Reporting Person, the Reporting Person does not know of any other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of any of the securities described herein. | |
| (e) | On April 3, 2025, the Reporting Person ceased to be the beneficial owner of more than five percent of the Issuer's common stock. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 3, Item 4 and Item 5 is hereby incorporated by reference in its entirety. Of the shares of Class A Common Stock beneficially owned by the Reporting Person (including the OP Units, LTIP Units, and Class A-1 Units reported herein), none are pledged in connection with a loan. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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