Chief Executive Officer Schwartz H. Michael bought $540,000 worth of shares (18,000 units at $30.00) (SEC Form 4)
$SMA
Real Estate Investment Trusts
Real Estate
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SmartStop Self Storage REIT, Inc. [ SMA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/03/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 04/03/2025 | P | 18,000(1) | A | $30 | 18,000 | I | See Footnote 1. | ||
| Class A Common Stock | 120,805.97(2)(4) | I | See Footnote 2. | |||||||
| Class A Common Stock | 29,315.15(3)(4) | I | Through Schwartz Family Trust dated September 22, 2003 | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class A Common Units(5) | $0(5) | (5) | (5) | Class A Common Stock | 29.11 | 29.11(4) | I | Through Schwartz Family Trust dated September 22, 2003 | |||||||
| Class A Common Units(5) | $0(5) | (5) | (5) | Class A Common Stock | 96,543.26 | 96,543.26(4)(6) | I | See Footnote 6. | |||||||
| Long-Term Incentive Plan Units(7) | $0(7) | (8) | (8) | Class A Common Stock | 233,791.29 | 233,791.29(4)(8) | I | Through Schwartz Family Trust dated September 22, 2003 | |||||||
| Long-Term Incentive Plan Units(7) | $0(7) | (9) | (9) | Class A Common Stock | 192,600.19 | 192,600.19(4)(9) | I | Through Schwartz Family Trust dated September 22, 2003 | |||||||
| Class A-1 Units(10) | $0(10) | (10) | (10) | Class A Common Stock | 2,397,695.44 | 2,397,695.44(4)(11) | I | See Footnote 11. | |||||||
| Explanation of Responses: |
| 1. Represents 18,000 shares of common stock acquired pursuant to an issuer directed allocation in connection with the Issuer's underwritten public offering, indirectly owned by Churchill TRI LLC, a Nevada limited liability company, which is 50% owned by The H. Michael Schwartz 2011 Irrevocable Trust and 50% owned by The Holly Breaux Schwartz 2011 Irrevocable Trust. |
| 2. Represents 120,805.97 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. |
| 3. Represents 29,315.15 shares of Class A Common Stock previously reported as being owned by the Reporting Person. |
| 4. Includes securities previously reported as being owned by the Reporting Person adjusted for the one-for-four reverse stock split of the Issuer's issued and outstanding shares of Class A Common Stock and the one-for-four reverse unit split of the Operating Partnership's (as defined below) issued and outstanding partnership units (collectively, the "Reverse Equity Splits"). As a result of the Reverse Equity Splits, every four shares of the Issuer's Class A Common Stock and every four of the Operating Partnership's partnership units were automatically changed into one issued and outstanding share of Class A Common Stock or partnership units, as applicable, rounded to the nearest 1/1000th share or partnership unit. |
| 5. 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. |
| 6. Represents 96,543.26 Class A Common Units owned by SOH previously reported as being owned by the Reporting Person. |
| 7. Represents long-term incentive plan units ("LTIP Units") of the Operating Partnership. Vested LTIP Units are convertible into Class A Common Units. |
| 8. Represents 233,791.29 LTIP Units previously reported as being owned by the Reporting Person. The LTIP Units vest ratably over four years commencing on December 31, 2025, subject to the Reporting Person's continued employment or service through each vesting date. |
| 9. Represents 192,600.19 LTIP Units previously reported as being owned by the Reporting Person, 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. |
| 10. 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. |
| 11. Represents 2,397,695.44 Class A-1 Units owned by SOH previously reported as being owned by the Reporting Person. |
| /s/ H. Michael Schwartz | 04/04/2025 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||