Schwartz H. Michael Form 4 SmartStop Self Storage REIT / H. Michael Schwartz ownership change

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

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2021

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)
			Code	V	Amount	(A) or (D)	Price
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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
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)							(6)	(6)	Class A Common Stock	252,328.8		252,328.8	I	Through Schwartz Family Trust dated September 22, 2003
Long-Term Incentive Plan Units(5)	$0(5)							(7)	(7)	Class A Common Stock	168,219.3		168,219.3	I	Through Schwartz Family Trust dated September 22, 2003
Class A-1 Units(8)	$0(8)	12/09/2021		J(9)			1,435,683	(8)	(8)	Class A Common Stock	1,435,683	(9)	8,150,546.71	I	See Footnote 9.

Explanation of Responses:

1. Represents 100 shares of Class A Common Stock owned by SmartStop OP Holdings, LLC ("SOH") and 483,124 shares of Class A Common Stock owned by Strategic 1031, LLC ("Strategic 1031") previously reported as being owned by the Reporting Person. SOH and Strategic 1031 are each 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 386,100 Class A Common Units owned by SS Growth Advisor, LLC ("SS Growth Advisor") and 73 Class A Common Units owned by SS Toronto REIT Advisors, LLC ("SS Toronto REIT Advisors") previously reported as being owned by the Reporting Person. SS Growth Advisor and SS Toronto REIT Advisors are each indirectly owned and controlled 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 252,328.8 LTIP Units previously reported as being owned by the Reporting Person. The LTIP Units vest ratably over a four-year period commencing on December 31 of the year of grant, subject to the Reporting Person's continued employment or service through each vesting date. 103,135.3 LTIP Units were granted on April 22, 2020, and 149,193.5 LTIP Units were granted on April 19, 2021.

7. Represents 168,219.3 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. Assuming the achievement of the specified performance measures, 68,756.9 LTIP Units, as adjusted, will vest no later than March 31, 2023, and 99,462.4 LTIP Units, as adjusted, will vest no later than March 31, 2024.

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. On December 9, 2021, 1,435,683 Class A-1 Units were assigned from SOH to SmartStop Asset Management, LLC ("SAM") and were immediately thereafter assigned to SS Asset Management Holdings, LLC ("SSAMH"). SOH, SAM, and SSAMH are each owned and controlled by the Reporting Person. Simultaneously, on December 9, 2021, in a series of related transactions, SSAMH distributed 1,435,683 Class A-1 Units to various individuals in exchange for the complete redemption of equity interests in SSAMH.

	/s/ H. Michael Schwartz	12/09/2021
	** Signature of Reporting Person	Date
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