Strategic Storage Growth Trust 424B3 Prospectus supplement

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-193480

LOGO

STRATEGIC STORAGE GROWTH TRUST, INC.

SUPPLEMENT NO. 3 DATED AUGUST 19, 2016

TO THE PROSPECTUS DATED APRIL 11, 2016

This document supplements, and should be read in conjunction with, the prospectus of Strategic Storage Growth Trust, Inc. dated April 11, 2016, Supplement No. 1 dated May 19, 2016 and Supplement No. 2 dated June 17, 2016. Unless otherwise defined in this supplement, capitalized terms used in this supplement shall have the same meanings as set forth in the prospectus.

The purpose of this supplement is to disclose:

•

an update on the status of our public offering;

•

a revision to our state-specific suitability standards;

•

updates to our risk factors;

•

information regarding our share redemption program;

•

information regarding related party fees and expenses;

•

an update regarding the third quarter cash distribution declaration;

•

our distribution declaration history;

•

selected quarterly financial data;

•

an update regarding when we cease paying stockholder servicing fees;

•

an update regarding the redemption of Preferred Units in our operating partnership;

•

an update to the “Volume Discounts” section of our prospectus;

•

an update to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the prospectus to include information for the six months ended June 30, 2016;

•

our unaudited consolidated financial statements as of and for the six months ended June 30, 2016; and

•

a revised subscription agreement.

Status of Our Offering

On June 17, 2013, we commenced a private offering of up to $109.5 million in shares of our common stock to accredited investors only pursuant to a confidential private placement memorandum. On May 23, 2014, we reached the minimum offering amount of $1.0 million in sales of shares in our private offering and we commenced operations. On January 16, 2015, we terminated the private offering of which we raised a total of $7.8 million. On January 20, 2015, our public offering was declared effective. Effective September 28, 2015, we reallocated shares in our primary offering to consist of the following: up to $500 million in Class A shares and up to $500 million in Class T shares. As of August 8, 2016, we had received gross offering proceeds of approximately $41.8 million from the sale of approximately 4.1 million Class A shares and approximately $3.3 million from the sale of approximately 0.3 million Class T shares in our initial public offering. As of August 8, 2016, approximately $1.05 billion in shares remained available for sale to the public under our initial public offering, including shares available under our distribution reinvestment plan.

Suitability Standards

The state-specific suitability standard for the State of Iowa contained in the “Suitability Standards” section immediately behind the cover page of our prospectus is hereby deleted and replaced with the following:

•

For Iowa Residents - Iowa investors must (i) have either (a) an annual gross income of at least $100,000 and net worth of at least $100,000, or (b) a net worth of at least $350,000; and (ii) limit their aggregate investment in this offering and in the securities of other non-publicly traded real estate investment trusts (REITs) to 10% of such investors liquid net worth. Investors who are accredited investors as defined in Regulation D under the Securities Act of 1933, as amended, are not subject to the foregoing investment concentration limit.

Updates to Our Risk Factors

The second risk factor on the cover page of our prospectus is hereby replaced with the following:

•

We have paid distributions from sources other than our cash flows from operations, including from the net proceeds of this offering. We are not prohibited from undertaking such activities by our charter, bylaws or investment policies, and we may use an unlimited amount from any source to pay our distributions. From commencement of paying cash distributions in November 2015 through June 30, 2016, the payment of distributions has been paid from offering proceeds. Until we generate cash flows sufficient to pay distributions to you, we may pay distributions from the net proceeds of this offering or from borrowings in anticipation of future cash flows.

The third risk factor under the “Summary Risk Factors” subsection under the “Prospectus Summary” section of our prospectus is hereby replaced with the following:

•

We have paid, and may continue to pay, distributions from sources other than cash flow from operations; therefore, we will have fewer funds available for the acquisition of properties, and our stockholders’ overall return may be reduced. From commencement of paying cash distributions in November 2015 through June 30, 2016, the payment of distributions has been paid from offering proceeds.

The risk factor under “Risks Related to this Offering and an Investment in Strategic Storage Growth Trust, Inc.” titled, “We have paid, and may continue to pay, distributions from sources other than cash flow from operations; therefore, we will have fewer funds available for the acquisition of properties, and our stockholders’ overall return may be reduced” is hereby deleted and replaced with the following:

In the event we do not have enough cash from operations to fund our distributions, we may borrow, issue additional securities, or sell assets in order to fund the distributions or make the distributions out of net proceeds from our offering. We are not prohibited from undertaking such activities by our charter, bylaws or investment policies, and we may use an unlimited amount from any source to pay our distributions. From commencement of paying cash distributions in November 2015 through June 30, 2016, the payment of cash distributions has been paid from offering proceeds. If we continue to pay distributions from sources other than cash flow from operations, we will have fewer funds available for acquiring properties, which may reduce our stockholders’ overall returns. Additionally, to the extent distributions exceed cash flow from operations, a stockholder’s basis in our stock may be reduced and, to the extent distributions exceed a stockholder’s basis, the stockholder may recognize a capital gain.

Share Redemption Program Information

Through June 30, 2016, we had not received any requests for redemptions.

Related Party Fees and Expenses

The following table summarizes related party costs incurred and paid by us for the year ended December 31, 2015 and the six months ended June 30, 2016, as well as any related amounts payable as of December 31, 2015 and June 30, 2016:


	Year Ended December 31, 2015						Six Months Ended June 30, 2016
	Incurred		Paid		Payable		Incurred		Paid		Payable
Expensed
Operating expenses (including organizational costs)	$	774,212	$	748,513	$	25,699	$	352,131	$	118,121	$	259,709
Asset management fees		180,060		216,308		—		198,121		193,298		4,823
Property management fees⁽¹⁾		378,190		446,336		—		265,991		265,991		—
Acquisition expenses		822,798		775,620		117,075		550,236		488,236		179,075
Debt issuance costs		143,773		41,523		102,250		65,015		142,000		25,265
Capitalized
Debt issuance costs		—		165,542		—		—		—		—
Other assets		20,000		107,405		—		—		—		—
Additional Paid-in Capital
Selling commissions		1,462,535		1,490,534		—		1,589,162		1,589,162		—
Dealer Manager fee		365,634		372,474		5,161		397,290		396,024		6,427
Offering costs		471,519		1,850,917		2,812		168,310		80,604		90,518

Total	$	4,618,721	$	6,215,172	$	252,997	$	3,586,256	$	3,273,436	$	565,817

⁽¹⁾	During the year ended December 31, 2015, and the six months ended June 30, 2016, property management fees include approximately $92,000 and $225,000 of fees paid to the sub-property manager of our properties.

Third Quarter Cash Distribution Declaration

On June 9, 2016, our board of directors declared a daily distribution in the amount of $0.0010928962 per day per share (equivalent to an annualized distribution rate of 4.00% assuming the Class A share was purchased for $10.00 and approximately 3.6% assuming the Class A share was purchased for $11.17, and an annualized rate of approximately 4.2% assuming the Class T share was purchased for $9.47 and approximately 3.8% assuming the Class T share was purchased for $10.58) on the outstanding shares of common stock payable to stockholders of record at the close of business on each day of the period commencing on July 1, 2016 and ending September 30, 2016. In connection with this distribution, after the stockholder servicing fee is paid, approximately $0.0008341530 per day will be paid per Class T share purchased at $9.47 and approximately $0.0008038251 per day will be paid per Class T share purchased at $10.58. Such distributions payable to each stockholder of record during a month will be paid on such date of the following month as our Chief Executive Officer may determine.

Distribution Declaration History

The “Description of Shares – Distribution Declaration History” section on pages 165-166 of the prospectus is hereby updated to include the following:

The following table shows the cash distributions we have paid through June 30, 2016:


Quarter	Preferred Unitholders		OP Unit Holders		Common Stockholders ⁽¹⁾		Distributions Declared per Common Share
1^st Quarter 2014	$	—	$	—	$	—	$	—
2^nd Quarter 2014	$	—	$	—	$	—	$	—
3^rd Quarter 2014	$	41,513	$	—	$	—	$	—
4^th Quarter 2014	$	151,008	$	—	$	—	$	—


Quarter	Preferred Unitholders		OP Unit Holders		Common Stockholders ⁽¹⁾		Distributions Declared per Common Share
1^st Quarter 2015	$	121,579	$	—	$	—	$	—
2^nd Quarter 2015	$	384,709	$	—	$	—	$	—
3^rd Quarter 2015	$	298,384	$	—	$	—	$	—
4^th Quarter 2015	$	276,536	$	—	$	5,983	$	0.016
1^st Quarter 2016	$	276,906	$	978	$	37,736	$	0.050
2^nd Quarter 2016	$	375,248	$	1,684	$	104,540	$	0.100

⁽¹⁾	Declared distributions are paid monthly in arrears.

The following shows our cash distributions and the sources of such distributions for the six months ended June 30, 2016 (no cash distributions were paid for the six months ended June 30, 2015):


	Six Months Ended June 30, 2016
Distributions paid in cash — common stockholders	$	142,276
Distributions paid in cash — Operating Partnership unitholders		2,662
Distributions paid in cash — preferred unitholders		652,154
Distributions reinvested		329,022

Total distributions	$	1,126,114

Source of distributions
Cash flows provided by operations	$	—	—
Offering proceeds from Primary Offering		797,092	70.8	%
Offering proceeds from distribution reinvestment plan		329,022	29.2	%

Total sources	$	1,126,114	100.0	%

From our inception through June 30, 2016, we paid cumulative distributions of approximately $2.4 million (including approximately $1.9 million related to our preferred unitholders), as compared to cumulative net loss attributable to our common stockholders of approximately $11.1 million. For the six months ended June 30, 2016, we paid distributions of approximately $1.1 million, as compared to a net loss attributable to our common stockholders of approximately $3.8 million. Net loss attributable to our common stockholders for the six months ended June 30, 2016 reflects non-cash depreciation and amortization of approximately $2.1 million, acquisition related expenses of approximately $0.7 million, and distributions to preferred unitholders of approximately $1.0 million. Cumulative net loss attributable to our common stockholders reflects non-cash depreciation and amortization of approximately $4.8 million, acquisition related expenses of approximately $2.4 million, and distributions to preferred unitholders of approximately $3.3 million.

For the six months ended June 30, 2016, we paid total distributions of approximately $1.1 million. For the six months ended June 30, 2015, we declared no cash distributions on our common stock. From our commencement of paying cash distributions on our common shares in November 2015 through June 30, 2016, the payment of distributions has been paid solely from public offering proceeds. We must distribute to our stockholders at least 90% of our taxable income each year in order to meet the requirements for being treated as a REIT under the Code. Our directors may authorize distributions in excess of this percentage as they deem appropriate. Because we may receive income from interest or rents at various times during our fiscal year, distributions may not reflect our income earned in that particular distribution period, but may be made in anticipation of cash flow that we expect to receive during a later period and may be made in advance of actual receipt of funds in an attempt to make distributions relatively uniform. To allow for such differences in timing between the receipt of income and the payment of expenses, and the effect of required debt payments, among other things, we could be required to borrow funds from third parties on a short-term basis, issue new securities, or sell assets to meet the distribution requirements that are necessary to achieve the tax benefits associated with

qualifying as a REIT. We are not prohibited from undertaking such activities by our charter, bylaws or investment policies, and we may use an unlimited amount from any source to pay our distributions. These methods of obtaining funding could affect future distributions by increasing operating costs and decreasing available cash, which could reduce the value of our stockholders’ investment in our shares. In addition, such distributions may constitute a return of investors’ capital.

We have not been able to and may not be able to pay distributions from our cash flows from operations, in which case distributions may be paid in part from debt financing or from proceeds from the issuance of common stock in our primary offering and pursuant to our distribution reinvestment plan. The payment of distributions from sources other than cash flows from operations may reduce the amount of proceeds available for investment and operations or cause us to incur additional interest expense as a result of borrowed funds.

Over the long-term, we expect that a greater percentage of our distributions will be paid from cash flows from operations. However, our operating performance cannot be accurately predicted and may deteriorate in the future due to numerous factors, including our ability to raise and invest capital at favorable yields, the financial performance of our investments in the current real estate and financial environment and the types and mix of investments in our portfolio. As a result, future distributions declared and paid may exceed cash flow from operations.

Selected Quarterly Financial Data

Below is our selected quarterly financial data for the periods shown below.


	Three months ended
	June 30, 2015			September 30, 2015			December 31, 2015			March 31, 2016			June 30, 2016
Total revenues	$	1,241,755		$	1,292,224		$	1,371,775		$	2,072,885		$	2,249,591
Total operating expenses		1,619,962			1,836,662			2,159,038			2,979,250			2,954,341
Operating loss		(378,207	)		(544,438	)		(787,263	)		(906,365	)		(704,750	)
Net loss		(590,767	)		(758,800	)		(1,191,825	)		(1,520,001	)		(1,279,833	)
Net loss attributable to the common stockholders		(1,154,918	)		(1,314,402	)		(1,693,559	)		(2,021,593	)		(1,783,520	)
Net loss per Class A share-basic and diluted		(1.36	)		(1.26	)		(0.82	)		(0.63	)		(0.39	)
Net loss per Class T share-basic and diluted		—			—			(0.82	)		(0.63	)		(0.39	)

Update Regarding When We Cease Paying Stockholder Servicing Fees

The disclosures regarding when we cease paying the stockholder servicing fee with respect to the Class T shares, as described on (i) page 7, in Footnote 1 of the answer to the question “Why are you offering two classes of your common stock, and what are the similarities and differences between the classes?” contained in the “Questions and Answers About This Offering” section of our prospectus, (ii) page 101 in the description of the stockholder servicing fee set forth in the table contained in the “Management Compensation” section of our prospectus, (iii) page 159 in the “Class T Shares” subsection of the “Description of our Shares” section of our prospectus, (iv) page 182 in the “Compensation of Dealer Manager and Participating Broker-Dealers” subsection of the “Plan of Distribution” section of our prospectus, and (v) pages 183-184 in Footnote 3 to the table contained in the “Underwriting Compensation and Organization and Offering Expenses ” subsection of the “Plan of Distribution” section of our prospectus are hereby removed and replaced with the following sentence:

We will cease paying the stockholder servicing fee with respect to the Class T shares sold in our primary offering at the earlier of (i) the date we list our shares on a national securities exchange, merge or consolidate with or into another entity, or sell or dispose of all or substantially all of our assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of both Class A shares and Class T shares in our primary offering (i.e., excluding proceeds from sales pursuant to our distribution

reinvestment plan), which calculation shall be made by us with the assistance of our dealer manager commencing after the termination of our primary offering; (iii) the fifth anniversary of the last day of the fiscal quarter in which our primary offering (i.e., excluding our distribution reinvestment plan offering) terminates; and (iv) the date that such Class T share is redeemed or is no longer outstanding.

Redemption of Preferred Units

SSTI Preferred Investor, LLC (the “Preferred Investor”) invested an aggregate of approximately $17.5 million in our operating partnership in 2014 and 2015 in order to partially fund certain of our acquisitions and in exchange received approximately 700,000 Series A Cumulative Redeemable Preferred Units (the “Preferred Units”) in our operating partnership. On September 23, 2015, we redeemed $1.5 million in Liquidation Amount of the Preferred Units; on June 29, 2016, we redeemed $1 million in Liquidation Amount of the Preferred Units; on July 29, 2016, we redeemed $1 million in Liquidation Amount of the Preferred Units; on August 16, 2016, we redeemed $1 million in Liquidation Amount of the Preferred Units; on August 19, 2016 we redeemed $1 million in Liquidation Amount of the Preferred Units, reducing the amount outstanding to approximately $12 million in Liquidation Amount of Preferred Units.

Volume Discounts

The “Volume Discounts” section on pages 185-187 of the prospectus is hereby deleted and replaced with the following:

We are offering, and participating broker-dealers and their registered representatives will be responsible for implementing, volume discounts to investors who purchase more than $500,000 of either class of shares of our common stock in the primary offering from the same participating broker-dealer, whether in a single purchase or as the result of multiple purchases. The net proceeds to us from a sale of shares eligible for a volume discount will be the same, but the sales commissions and, in some cases, the dealer manager fee we pay will be reduced. Because our dealer manager will reallow all sales commissions and a portion of the dealer manager fee to participating broker-dealers, the amount of commissions participating broker dealers receive for such sales of shares will be reduced.

The following table shows the discounted price per share and the reduced sales commissions and dealer manager fee payable for volume sales of our Class A shares based on the primary offering price of $11.17 per share.


Amount of Class A Shares Purchased	Price Per Share to the Investor*		Commission Percentage	Amount of Commission Paid Per Share*		Dealer Manager Fee Percentage	Amount of Dealer Manager Fee Paid Per Share*		Net Offering Proceeds Per Share
Up to $500,000	$	11.17	7%	$	0.78	3.0%	$	0.34	$	10.05
$500,001 to $1,000,000	$	11.06	6%	$	0.67	3.0%	$	0.34	$	10.05
$1,000,001 to $2,000,000	$	10.89	5%	$	0.56	2.5%	$	0.28	$	10.05
$2,000,001 to $5,000,000	$	10.78	4%	$	0.45	2.5%	$	0.28	$	10.05
$5,000,001 to $7,500,000	$	10.61	3%	$	0.34	2.0%	$	0.22	$	10.05
$7,500,001 to $10,000,000	$	10.44	2%	$	0.22	1.5%	$	0.17	$	10.05
$10,000,001 and over	$	10.27	1%	$	0.11	1.0%	$	0.11	$	10.05

*	Numbers are rounded within $0.01 for purposes of this table only.

We will apply the reduced selling price, sales commission and dealer manager fee to the entire purchase. All sales commission and dealer manager fee rates are calculated assuming a price per share of $11.17. For example, an investment of $2,500,000 in Class A shares in a single transaction would result in a total purchase of approximately 231,911 Class A shares at a purchase price of $10.78 per share (instead of approximately 223,814 Class A shares if you had paid $11.17 per share), 4% sales commissions and a 2.5% dealer manager fee. The net offering proceeds we receive from the sale of Class A shares are not affected by volume discounts.

If an investor purchases more than $1,000,000 of Class A shares in the primary offering through a distribution channel under which sales commissions are not paid, we will apply a reduced dealer manager fee in accordance with the amounts set forth above.

The following table shows the discounted price per share and the reduced sales commissions and dealer manager fee payable for volume sales of our Class T shares based on the primary offering price of $10.58 per share.


Amount of Class T Shares Purchased	Price Per Share to the Investor*			Commission Percentage	Amount of Commission Paid Per Share*		Dealer Manager Fee Percentage	Amount of Dealer Manager Fee Paid Per Share*		Net Offering Proceeds Per Share
Up to $500,000	$	10.58		2.0%	$	0.21	3.0%	$	0.32	$	10.05
$500,001 to $1,000,000	$	10.53		1.5%	$	0.16	3.0%	$	0.32	$	10.05
$1,000,001 to $2,000,000	$	10.47		1.5%	$	0.16	2.5%	$	0.26	$	10.05
$2,000,001 to $5,000,000	$	10.42		1.0%	$	0.11	2.5%	$	0.26	$	10.05
$5,000,001 to $7,500,000	$	10.37		1.0%	$	0.11	2.0%	$	0.21	$	10.05
$7,500,001 to $10,000,000	$	10.26		0.5%	$	0.05	1.5%	$	0.16	$	10.05
$10,000,001 and over	$	10.05	**	0.0%	$	0.00	1.0%	$	0.11	$	10.05

*	Numbers are rounded within $0.01 for purposes of this table only.

**	With respect to Class T Shares sold at $10.05 per share pursuant to the table above, our advisor will pay us a 1% dealer manager fee based on a $10.58 undiscounted price per share, or approximately $0.11 per share, which we will remit to our dealer manager.

We will apply the reduced selling price, sales commission and dealer manager fee to the entire purchase. All sales commission and dealer manager fee rates are calculated assuming a price per share of $10.58. For example, an investment of $2,500,000 in Class T shares in a single transaction would result in a total purchase of approximately 239,923 Class T shares at a purchase price of $10.42 per share (instead of approximately 236,295 Class T shares if you had paid $10.58 per share), 1% sales commissions and a 2.5% dealer manager fee. The net offering proceeds we receive from the sale of Class T shares are not affected by volume discounts. Volume discounts will not affect the stockholder servicing fee associated with the Class T shares, which accrues daily in an amount equal to 1/365th of 1% of the purchase price per share (ignoring any volume discounts) of Class T shares sold in our primary offering.

To qualify for a volume discount as a result of multiple purchases of our Class A shares or Class T shares, a stockholder must check the “Additional Investment” box and write his, her or its existing account number on the subscription agreement or complete an additional investment subscription agreement. We are not responsible for failing to combine purchases if a stockholder fails to check the “Additional Investment” box or complete an additional investment subscription agreement. If you qualify for a particular volume discount as a result of multiple purchases of our Class A or Class T shares, you will receive the benefit of the applicable volume discount only for the individual purchase that qualified you for the volume discount and all subsequent purchases, but you will not be entitled to the benefit for prior purchases.

As set forth below, a “single purchaser” may combine purchases by other persons for the purpose of qualifying for a volume discount, and for determining commissions payable to participating broker-dealers. You must request that your share purchases be combined for this purpose by designating such on your subscription agreement. For the purposes of such volume discounts, the term “single purchaser” includes:

•

an individual, his or her spouse and their parents or children under the age of 21 who purchase the common shares for his, her or their own accounts;

•

a corporation, partnership, association, joint-stock company, trust fund or any organized group of persons, whether incorporated or not;

•

an employees’ trust, pension, profit-sharing or other employee benefit plan qualified under Section 401(a) of the Code; and

•

all commingled trust funds maintained by a given bank.

Any request to combine purchases of our shares will be subject to our verification that such purchases were made by a “single purchaser.”

Requests to combine subscriptions as part of a combined order for the purpose of qualifying for volume discounts must be made in writing by the participating broker-dealer, and any resulting reduction in commissions will be applicable to each of the separate subscribers. As with volume discounts provided to qualifying single purchasers, the net proceeds we receive from the sale of shares will not be affected by volume discounts provided as a result of a combined order.

Regardless of any reduction in any commissions for any reason, any other fees based upon gross proceeds of the offering or the purchase price of the shares, including stockholder servicing fees, will be calculated as though the purchaser paid $11.17 per Class A share and $10.58 per Class T share. An investor qualifying for a volume discount will receive a higher percentage return on his or her investment than investors who do not qualify for such discount.

California and Minnesota residents should be aware that volume discounts will not be available in connection with the sale of shares made to such investors to the extent such discounts do not comply with the laws of California and Minnesota. Pursuant to this rule, volume discounts can be made available to California or Minnesota residents only in accordance with the following conditions:

•

there can be no variance in the net proceeds to us from the sale of the shares to different purchasers of the same offering;

•

all purchasers of the shares must be informed of the availability of volume discounts;

•

the minimum amount of shares as to which volume discounts are allowed cannot be less than $10,000;

•

the variance in the price of the shares must result solely from a different range of commissions, and all discounts allowed must be based on a uniform scale of commissions; and

•

no discounts are allowed to any group of purchasers.

Accordingly, volume discounts for California and Minnesota residents will be available in accordance with the foregoing tables of uniform discount levels based on dollar amount of shares purchased for single purchasers. However, no discounts will be allowed to any group of purchasers, and no subscriptions may be aggregated as part of a combined order for purposes of determining the dollar amount of shares purchased.

You should ask your financial advisor and broker-dealer about the ability to receive volume discounts through any of the circumstances described above.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our financial statements and notes thereto contained elsewhere in this supplement.

Overview

Strategic Storage Growth Trust, Inc. was formed on March 12, 2013 under the Maryland General Corporation Law for the purpose of engaging in the business of investing in self storage facilities and related self storage real estate investments. Our year end is December 31. As used in this supplement, “we,” “us,” “our,” and “Company” refer to Strategic Storage Growth Trust, Inc. and each of our subsidiaries.

SmartStop Asset Management, LLC (our “Sponsor”), is the sponsor of our Public Offering (as defined below). Our Sponsor became our sponsor on October 1, 2015 in connection with the merger of SmartStop Self Storage, Inc. into Extra Space Storage, Inc. Our Sponsor owns 97.5% of the economic interests (and 100% of the voting membership interests) of SS Growth Advisor, LLC, a Delaware limited liability company (our “Advisor”) and owns 100% of SS Growth Property Management, LLC, a Delaware limited liability company (our “Property Manager”). See Note 1 of the Notes to the Consolidated Statements contained in this supplement for further details about our affiliates.

On June 17, 2013, we commenced a private placement offering to accredited investors only for a maximum of $109.5 million in shares of common stock, including shares being offered pursuant to our distribution reinvestment plan (the “Private Offering”). On May 23, 2014, we satisfied the minimum offering requirements of $1 million from our Private Offering and commenced formal operations. We terminated the Private Offering on January 16, 2015. We raised gross offering proceeds of approximately $7.8 million from the issuance of approximately 830,000 shares pursuant to the Private Offering.

On January 20, 2015, we commenced a public offering of a maximum of $1.0 billion in common shares for sale to the public (the “Primary Offering”) and $95.0 million in common shares for sale pursuant to our distribution reinvestment plan (collectively, the “Public Offering,”). On September 28, 2015, we revised our Primary Offering and are now offering two classes of shares of common stock: Class A common stock, $0.001 par value per share (the “Class A Shares”) and Class T common stock, $0.001 par value per share (the “Class T Shares”). As of June 30, 2016, we had sold approximately 4.6 million Class A Shares and approximately 280,000 Class T Shares in our Public Offering and Private Offering for gross proceeds of approximately $46.0 million and approximately $2.8 million, respectively. We intend to invest the net proceeds from our offerings primarily in opportunistic self storage facilities, which may include facilities to be developed, currently under development or in lease-up and self storage facilities in need of expansion, redevelopment or repositioning.

As of June 30, 2016, our self storage portfolio was comprised as follows:


State	No. of Properties		Units⁽¹⁾		Sq. Ft. (net)⁽²⁾		% of Total Rentable Sq. Ft.			Physical Occupancy %⁽³⁾			Rental Income⁽⁵⁾
Arizona		1		840		94,000		8.8	%		N/A	⁽³⁾		0.3	%
California		3		1,830		173,600		16.2	%		95.1	%		21.0	%
Colorado		2		1,120		121,300		11.3	%		81.4	%		12.5	%
Florida		1		770		88,400		8.2	%		99.7	%		6.8	%
Illinois		2		1,090		116,300		10.8	%		80.5	%		9.2	%
Nevada		2		2,250		260,100		24.2	%		91.1	%		21.5	%
Texas		3		1,400		220,200		20.5	%		90.5	%		28.7	%
Toronto, Canada⁽⁴⁾		2		1,680		166,600		N/A	⁽⁴⁾		N/A	⁽⁴⁾		N/A	⁽⁴⁾

Total		16		10,980		1,240,500		100	%		90.0	%⁽³⁾		100	%

⁽¹⁾	Includes all rentable units, consisting of storage units, and parking units (approximately 380 units).

⁽²⁾	Includes all rentable square feet consisting of storage units, and parking units (approximately 117,000 square feet).

⁽³⁾

Represents the occupied square feet of all facilities we owned in a state divided by total rentable square feet of all the facilities we owned in such state as of June 30, 2016. We acquired the Baseline Property in Arizona on May 26, 2016. The property’s occupancy of approximately 14% as of June 30, 2016 was excluded from the above.

⁽⁴⁾	Our two properties in Toronto, Canada are self storage properties that are under construction and the numbers are approximate.

⁽⁵⁾	Represents rental income for all facilities we owned in a state divided by our total rental income for the month of June 2016.

Critical Accounting Policies

We have established accounting policies which conform to generally accepted accounting principles (“GAAP”). Preparing financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. Following is a discussion of the estimates and assumptions used in setting accounting policies that we consider critical in the presentation of our financial statements. Many estimates and assumptions involved in the application of GAAP may have a material impact on our financial condition or operating performance, or on the comparability of such information to amounts reported for other periods, because of the subjectivity and judgment required to account for highly uncertain items or the susceptibility of such items to change. These estimates and assumptions affect our reported amounts of assets and liabilities, our disclosure of contingent assets and liabilities at the dates of the financial statements and our reported amounts of revenue and expenses during the period covered by this supplement. If management’s judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied or different amounts of assets, liabilities, revenues and expenses would have been recorded, thus resulting in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements. Additionally, other companies may use different estimates and assumptions that may impact the comparability of our financial condition and results of operations to those companies.

We believe that our critical accounting policies include the following: real estate purchase price allocations; the evaluation of whether any of our long-lived assets have been impaired; the determination of the useful lives of our long-lived assets; and the evaluation of the consolidation of our interests in joint ventures. The following discussion of these policies supplements, but does not supplant the description of our significant accounting policies, as contained in Note 2 of the Notes to the Consolidated Financial Statements contained in this supplement, and is intended to present our analysis of the uncertainties involved in arriving upon and applying each policy.

Real Estate Purchase Price Allocation

We allocate the purchase prices of acquired properties based on a number of estimates and assumptions. We allocate the purchase prices to the tangible and intangible assets acquired and the liabilities assumed based on estimated fair values. These estimated fair values are based upon comparable market sales information for land and estimates of depreciated replacement cost of equipment, building and site improvements. Acquisitions of

portfolios of properties are allocated to the individual properties based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates which we estimate based upon the relative size, age, and location of the individual property along with actual historical and estimated occupancy and rental rate levels, and other relevant factors. If available, and determined by management to be appropriate, appraised values are used, rather than these estimated values. Because we believe that substantially all of the leases in place at properties we acquire will be at market rates, as the majority of the leases are month-to-month contracts, we do not expect to allocate any portion of the purchase prices to above or below market leases. The determination of market rates is also subject to a number of estimates and assumptions. Our allocations of purchase prices could result in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements, as such allocations may vary dramatically based on the estimates and assumptions we use.

Impairment of Long-Lived Assets

The majority of our assets consist of long-lived real estate assets as well as intangible assets related to our acquisitions. We will continually evaluate such assets for impairment based on events and changes in circumstances that may arise in the future and that may impact the carrying amounts of our long-lived assets. When indicators of potential impairment are present, we will assess the recoverability of the particular asset by determining whether the carrying value of the asset will be recovered, through an evaluation of the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. This evaluation is based on a number of estimates and assumptions. Based on this evaluation, if the expected undiscounted future cash flows do not exceed the carrying value, we will adjust the value of the long-lived asset and recognize an impairment loss. Our evaluation of the impairment of long-lived assets could result in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements, as the amount of impairment loss, if any, recognized may vary based on the estimates and assumptions we use.

Estimated Useful Lives of Long-Lived Assets

We assess the useful lives of the assets underlying our properties based upon a subjective determination of the period of future benefit for each asset. We record depreciation expense with respect to these assets based upon the estimated useful lives we determine. Our determinations of the useful lives of the assets could result in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements, as such determinations, and the corresponding amount of depreciation expense, may vary dramatically based on the estimates and assumptions we use.

Consolidation of Investments in Joint Ventures

We will evaluate the consolidation of our investments in joint ventures in accordance with relevant accounting guidance. This evaluation requires us to determine whether we have a controlling interest in a joint venture through a means other than voting rights, and, if so, such joint venture may be required to be consolidated in our financial statements. Our evaluation of our joint ventures under such accounting guidance could result in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements, as the joint venture entities included in our financial statements may vary based on the estimates and assumptions we use.

REIT Qualification

We made an election under Section 856(c) of the Internal Revenue Code of 1986 (the Code) to be taxed as a REIT under the Code, commencing with the taxable year ended December 31, 2014. By qualifying as a REIT for federal income tax purposes, we generally will not be subject to federal income tax on income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year in which our qualification is denied. Such an event could materially and adversely affect our net income and could have a material adverse impact on our financial condition and results of operations. However, we believe that we are organized and operate in a manner that will enable us to continue to qualify for treatment as a REIT for federal income tax purposes, and we intend to continue to operate as to remain qualified as a REIT for federal income tax purposes.

Results of Operations

Overview

We derived revenues principally from: (i) rents received from tenants who rent storage units under month-to-month leases at each of our self storage facilities and (ii) sales of packing- and storage-related supplies at our storage facilities. Therefore, our operating results depend significantly on our ability to retain our existing tenants and lease our available self storage units to new tenants, while maintaining and, where possible, increasing the prices for our self storage units. Additionally, our operating results depend on our tenants making their required rental payments to us.

Competition in the market areas in which we operate is significant and affects the occupancy levels, rental rates, rental revenues and operating expenses of our facilities. Development of any new self storage facilities would intensify competition of self storage operators in markets in which we operate.

As of June 30, 2016 and 2015, we owned 16 and 9 self storage facilities, respectively. The comparability of our results of operations was significantly affected by our acquisition activity in 2016 and 2015 as listed below.

•

The three months ended June 30, 2015 includes full quarter results for nine self storage facilities. The three months ended June 30, 2016 includes full quarter results for 13 self storage facilities and partial quarter results for one operating property acquired on May 26, 2016.

•

The six months ended June 30, 2015 includes full six month results for three self storage facilities and partial results for the six facilities we acquired during the quarter ended March 31, 2015. The six months ended June 30, 2016 includes full six month results for those nine self storage facilities plus full six month results for an additional three self storage facilities acquired during the fourth quarter of 2015 and partial results for one operating property acquired on January 6, 2016 and one operating property acquired on May 26, 2016.

Therefore, we believe there is little basis for comparison between the three and six months ended June 30, 2016 and 2015. Operating results in future periods will depend on the results of operations of our existing properties and of the real estate properties that we acquire in the future.

Comparison of Operating Results for the Three Months Ended June 30, 2016 and 2015

Self Storage Rental Revenue

Rental revenue for the three months ended June 30, 2016 and 2015 were approximately $2.2 million and $1.2 million, respectively. The increase in rental revenue is primarily attributable to the acquisition of one operating self storage property during the first quarter of 2016, the acquisition of three operating self storage properties during the fourth quarter of 2015, and increased same-store revenues (approximately $0.3 million or 22%). We expect rental revenue to increase in future periods commensurate with our future acquisition activity.

Property Operating Expenses

Property operating expenses for the three months ended June 30, 2016 and 2015 were approximately $1.1 million and $0.5 million, respectively. Property operating expenses includes the cost to operate our facilities including payroll, utilities, insurance, real estate taxes, and marketing. The increase in property operating expenses is attributable to the acquisition of one operating self storage property during the first quarter of 2016 and the acquisition of three operating self storage properties during the fourth quarter of 2015. The three months ended June 30, 2016 were also negatively impacted by increased property tax expense related to increases in assessed values at two of our properties in Texas. We expect property operating expenses to increase in future periods commensurate with our future acquisition activity.

Property Operating Expenses – Affiliates

Property operating expenses – affiliates for the three months ended June 30, 2016 and 2015 were approximately $0.2 million and $0.1 million, respectively. Property operating expenses – affiliates includes property management fees and asset management fees. The increase in property operating expenses is primarily attributable to the acquisition of one operating self storage property during the first quarter of 2016 and the acquisition of three operating self storage properties during the fourth quarter of 2015. We expect property operating expenses – affiliates to increase in future periods commensurate with our future acquisition activity.

General and Administrative Expenses

General and administrative expenses for the three months ended June 30, 2016 and 2015 were approximately $0.5 million and $0.3 million, respectively. General and administrative expenses consist primarily of legal expenses, transfer agent fees, directors’ and officers’ insurance expense, an allocation of a portion of our Advisor’s payroll related costs, accounting expenses and board of directors’ related costs. The increase in general and administrative expenses is primarily attributable to increases in accounting, transfer agent, legal costs and other professional services commensurate with our increased operational activity. We expect general and administrative expenses to increase in the future as our operational activity increases, but decrease as a percentage of total revenues.

Depreciation and Amortization Expenses

Depreciation and amortization expenses for the three months ended June 30, 2016 and 2015 were approximately $0.8 million and $0.6 million, respectively. Depreciation expense consists primarily of depreciation on the buildings and site improvements at our properties. Amortization expense consists of the amortization of intangible assets resulting from our acquisitions. The increase in depreciation and amortization expense is primarily attributable to the acquisition of one operating self storage property during the first quarter of 2016 and the acquisition of three operating self storage properties during the fourth quarter of 2015. We expect depreciation and amortization expense to increase in future periods commensurate with our future acquisition activity.

Acquisition Expenses – Affiliates

Acquisition expenses – affiliates for the three months ended June 30, 2016 and 2015 were approximately $0.2 million and $50,000, respectively. These acquisition expenses primarily relate to the costs associated with the self storage properties acquired in the respective periods. We expect acquisition expenses – affiliates to fluctuate commensurate with our acquisition activities.

Other Property Acquisition Expenses

Other property acquisition expenses for the three months ended June 30, 2016 and 2015 were approximately $0.1 million and approximately $25,000, respectively. These acquisition expenses primarily relate to the costs associated with the self storage properties acquired in the respective periods. We expect acquisition expenses to fluctuate commensurate with our acquisition activities.

Interest Expense

Interest expense for the three months ended June 30, 2016 and 2015 were approximately $0.4 million and $0.2 million, respectively. The increase in interest expense is primarily attributable to the interest incurred on the KeyBank Facility to fund the acquisition of one operating self storage property during the first quarter of 2016 and the acquisition of three operating self storage properties during the fourth quarter of 2015. We expect interest expense to increase in future periods commensurate with our future debt level.

Debt Issuance Costs Expense

Debt issuance costs expense for the three months ended June 30, 2016 and 2015 were approximately $0.2 million and $50,000, respectively. The increase in debt issuance costs expense is attributable to the costs incurred in connection with obtaining financing for one operating self storage property during the first quarter of 2016, the

acquisition of three operating self storage properties during the fourth quarter of 2015, and one operating self storage property during the second quarter of 2016. We expect debt issuance costs expense to increase commensurate with our future financing activity.

Distributions to the Preferred Unitholder in our Operating Partnership

Distributions to the preferred unitholder (the “Preferred Unitholder”) in SS Growth Operating Partnership, L.P., our operating partnership (the “Operating Partnership”), for the three months ended June 30, 2016 and 2015 were approximately $0.5 million and $0.5 million, respectively. Our distributions to the Preferred Unitholder will fluctuate commensurate with the amount outstanding.

Same-Store Facility Results

The following table sets forth operating data for our same-store facilities (those properties included in the consolidated results of operations since April 1, 2015) for the three months ended June 30, 2016 and 2015. We consider the following data to be meaningful as this allows for the comparison of results without the effects of acquisition or development activity.


	Same-Store Facilities									Non Same-Store Facilities						Total
	2016			2015			% Change			2016		2015		% Change		2016			2015			% Change
Revenue⁽¹⁾	$	1,468,952		$	1,241,755			18.3	%	$	780,639	$	—		N/M	$	2,249,591		$	1,241,755			81.2	%
Property operating expenses ⁽²⁾		672,671			619,624			8.6	%		559,109		—		N/M		1,231,780			619,624			98.8	%

Operating income	$	796,281		$	622,131			28.0	%	$	221,530	$	—		N/M	$	1,071,811		$	622,131			63.6	%

Number of facilities		9			9						7		—				16			9
Rentable square feet ⁽³⁾		700,200			700,200						540,300		—				1,240,500			700,200
Average physical occupancy ⁽⁴⁾		89.3	%		80.9	%					N/M		N/M				88.6	%		80.9	%
Annualized rent per occupied square foot ⁽⁵⁾	$	10.23		$	9.55						N/M		N/M			$	11.01		$	9.55

N/M Not meaningful

⁽¹⁾	Revenue includes rental revenue, ancillary revenue, and administrative and late fees.

⁽²⁾	Property operating expenses excludes corporate general and administrative expenses, asset management fees, interest expense, depreciation, amortization expense and acquisition expenses, but includes property management fees.

⁽³⁾	Of the total rentable square feet, parking represented approximately 117,000 and approximately 76,000 as of June 30, 2016 and 2015, respectively. On a same-store basis, for the same periods, parking represented approximately 76,000 square feet.

⁽⁴⁾

Determined by dividing the sum of the month-end occupied square feet for the applicable group of facilities for each applicable period by the sum of their month-end rentable square feet for the period. Properties are included in the respective calculations in their first full month of operations, as appropriate.

⁽⁵⁾

Determined by dividing the aggregate realized revenue for each applicable period by the aggregate of the month-end occupied square feet for the period. Properties are included in the respective calculations in their first full month of operations, as appropriate. We have excluded the realized revenue and occupied square feet related to parking herein for the purpose of calculating annualized rent per occupied square foot.

Our increase in same-store revenue of approximately $0.2 million was primarily the result of increased average physical occupancy of approximately 8.4% and increased rent per occupied square foot of approximately 7.1% for the three months ended June 30, 2016 over the three months ended June 30, 2015.

Our same-store property operating expenses increased by approximately $0.1 million for the three months ended June 30, 2016 compared to the three months ended June 30, 2015 primarily due to increased advertising and repairs and maintenance expense.

Comparison of Operating Results for the Six Months Ended June 30, 2016 and 2015

Self Storage Rental Revenue

Rental revenue for the six months ended June 30, 2016 and 2015 were approximately $4.3 million and $2.1 million, respectively. The increase in rental revenue is primarily attributable to the acquisition of one operating self storage property during the first quarter of 2016, the acquisition of three operating self storage properties during the fourth quarter of 2015, and a full six months of operations from the six properties acquired in the first quarter of 2015. We expect rental revenue to increase in future periods commensurate with our future acquisition activity.

Property Operating Expenses

Property operating expenses for the six months ended June 30, 2016 and 2015 were approximately $2.0 million and $1.0 million, respectively. Property operating expenses includes the cost to operate our facilities including payroll, utilities, insurance, real estate taxes, and marketing. The increase in property operating expenses primarily attributable to the acquisition of one operating self storage property during the first quarter of 2016, the acquisition of three operating self storage properties during the fourth quarter of 2015, and a full six months of operations from the six properties acquired in the first quarter of 2015. We expect property operating expenses to increase in future periods commensurate with our future acquisition activity.

Property Operating Expenses – Affiliates

Property operating expenses – affiliates for the six months ended June 30, 2016 and 2015 were approximately $0.5 million and $0.3 million, respectively. Property operating expenses – affiliates includes property management fees and asset management fees. The increase in property operating expenses – primarily attributable to the acquisition of one operating self storage property during the first quarter of 2016, the acquisition of three operating self storage properties during the fourth quarter of 2015, and a full six months of operations from the six properties acquired in the first quarter of 2015. We expect property operating expenses – affiliates to increase in future periods commensurate with our future acquisition activity.

General and Administrative Expenses

General and administrative expenses for the six months ended June 30, 2016 and 2015 were approximately $1.0 million and $0.6 million, respectively. General and administrative expenses consist primarily of legal expenses, transfer agent fees, directors’ and officers’ insurance expense, an allocation of a portion of our Advisor’s payroll related costs, accounting expenses and board of directors’ related costs. The increase in general and administrative expenses is primarily attributable to increases in accounting, transfer agent, legal costs and other professional services commensurate with our increased operational activity. We expect general and administrative expenses to increase in the future as our operational activity increases, but decrease as a percentage of total revenues.

Depreciation and Amortization Expenses

Depreciation and amortization expenses for the six months ended June 30, 2016 and 2015 were approximately $1.7 million and $1.1 million, respectively. Depreciation expense consists primarily of depreciation on the buildings and site improvements at our properties. Amortization expense consists of the amortization of intangible assets resulting from our acquisitions. The increase in depreciation and amortization expense primarily attributable to the acquisition of one operating self storage property during the first quarter of 2016, the acquisition of three operating self storage properties during the fourth quarter of 2015, and a full six months of operations from the six properties acquired in the first quarter of 2015. We expect depreciation and amortization expense to increase in future periods commensurate with our future acquisition activity.

Acquisition Expenses – Affiliates

Acquisition expenses – affiliates for the six months ended June 30, 2016 and 2015 were approximately $0.6 million and $0.2 million, respectively. These acquisition expenses primarily relate to the costs associated with the self storage properties acquired in the respective periods. We expect acquisition expenses – affiliates to fluctuate commensurate with our acquisition activities.

Other Property Acquisition Expenses

Other property acquisition expenses for the six months ended June 30, 2016 and 2015 were approximately $0.1 million and $0.1 million, respectively. These acquisition expenses primarily relate to the costs associated with the self storage properties acquired in the respective periods. We expect acquisition expenses to fluctuate commensurate with our acquisition activities.

Interest Expense

Interest expense for the six months ended June 30, 2016 and 2015 were approximately $0.8 million and $0.3 million, respectively. The increase in interest expense is primarily attributable to the interest incurred on the KeyBank Facility to fund the acquisition of one operating self storage property during the first quarter of 2016, the acquisition of three operating self storage properties during the fourth quarter of 2015, and a full six months of expense associated with the six properties acquired in the first quarter of 2015. We expect interest expense to increase in future periods commensurate with our future debt level.

Debt Issuance Costs Expense

Debt issuance costs expense for the six months ended June 30, 2016 and 2015 were approximately $0.3 million and $0.1 million, respectively. The increase in debt issuance costs expense is primarily attributable to the costs incurred in connection with obtaining financing for one operating self storage property during the first quarter of 2016, the acquisition of three operating self storage properties during the fourth quarter of 2015, and a full six months of expense associated with the six properties acquired in the first quarter of 2015. We expect debt issuance costs expense to increase commensurate with our future financing activity.

Distributions to the Preferred Unitholder in our Operating Partnership

Distributions to the Preferred Unitholder in our Operating Partnership for the six months ended June 30, 2016 and 2015 were approximately $1.0 million and $0.9 million, respectively. The increase in distributions to the Preferred Unitholder is attributable to the increase in the preferred equity investment in our Operating Partnership which was used to partially finance the acquisitions of six properties acquired in the first quarter of 2015. We expect distributions to the Preferred Unitholder to fluctuate commensurate with the amount outstanding.

Same-Store Facility Results

The following table sets forth operating data for our same-store facilities (those properties included in the consolidated results of operations since January 1, 2015) for the six months ended June 30, 2016 and 2015. We consider the following data to be meaningful as this allows for the comparison of results without the effects of acquisition or development activity.


	Same-Store Facilities									Non Same-Store Facilities						Total
	2016			2015			% Change			2016		2015		% Change		2016			2015			% Change
Revenue ⁽¹⁾	$	1,232,201		$	1,024,141			20.3	%	$	3,090,275	$	1,169,267		N/M	$	4,322,476		$	2,193,408			97.1	%
Property operating expenses ⁽²⁾		511,033			502,685			1.7	%		1,758,005		634,662		N/M		2,269,038			1,137,347			99.5	%

Operating income	$	721,168		$	521,456			38.3	%	$	1,332,270	$	534,605		N/M	$	2,053,438		$	1,056,061			94.4	%

Number of facilities		3			3						13		6				16			9
Rentable square feet ⁽³⁾		348,500			348,500						892,000		351,700				1,240,500			700,200
Average physical occupancy ⁽⁴⁾		88.3	%		76.0	%					N/M		N/M				85.6	%		80.1	%
Annualized rent per occupied square foot ⁽⁵⁾	$	9.11		$	8.75						N/M		N/M			$	11.0		$	8.49

N/M Not meaningful

⁽¹⁾	Revenue includes rental revenue, ancillary revenue, and administrative and late fees.

⁽²⁾	Property operating expenses excludes corporate general and administrative expenses, asset management fees, interest expense, depreciation, amortization expense and acquisition expenses, but includes property management fees.

⁽³⁾	Of the total rentable square feet, parking represented approximately 117,000 and approximately 76,000 as of June 30, 2016 and 2015, respectively. On a same-store basis, for the same periods, parking represented approximately 72,000 square feet.

⁽⁴⁾

⁽⁵⁾

Our increase in same-store revenue of approximately $0.2 million was primarily the result of increased average physical occupancy of approximately 12.3% and increased rent per occupied square foot of approximately 4.2% for the six months ended June 30, 2016 over the six months ended June 30, 2015.

Our same-store property operating expenses increased by approximately $0.1 million for the six months ended June 30, 2016 compared to the six months ended June 30, 2015 primarily due to increased advertising and repairs and maintenance expense.

Cash Flows

A comparison of cash flows for operating, investing and financing activities for the six months ended June 30, 2016 and 2015 is as follows:


	Six Months Ended
	June 30, 2016			June 30, 2015			Change
Net cash flow provided by (used in):
Operating activities	$	(575,717	)	$	384,045		$	(959,762	)
Investing activities		(24,562,252	)		(15,911,743	)		(8,650,509	)
Financing activities		21,421,336			15,325,734			6,095,602

Cash flows used in operating activities for the six months ended June 30, 2016 were approximately $0.6 million as compared to cash flows provided by operating activities for the six months ended June 30, 2015 of approximately $0.4 million, a reduction in cash provided year to year of approximately $1.0 million. The change in cash provided by our operating activities is primarily the result of incurring a larger net loss, adjusted for depreciation and amortization, which primarily related to increased acquisition expenses and general and administrative expenses and changes in balance sheet accounts, primarily amounts due to affiliates, accounts payable and accrued liabilities.

Cash flows used in investing activities for the six months ended June 30, 2016 and 2015 were approximately $24.6 million and $15.9 million, respectively, an increase in the use of cash of approximately $8.7 million. The change in cash used in investing activities primarily relates to an increase in cash consideration paid for the purchase of real estate and additions thereto.

Cash flows provided by financing activities for the six months ended June 30, 2016 and 2015 were approximately $21.4 million and $15.3 million, respectively, a change of approximately $6.1 million. The increase in cash provided by financing activities over the prior period was primarily the result of an increase of approximately $19.5 million from the net proceeds from the issuance of common stock, primarily offset by approximately $7.2 million in proceeds from the issuance of preferred equity in our Operating Partnership in the prior period and by approximately $4.9 million in net proceeds on secured debt.

Liquidity and Capital Resources

Short-Term Liquidity and Capital Resources

We generally expect that we will meet our short-term operating liquidity requirements from the combination of proceeds of our Public Offering, proceeds from secured or unsecured financing from banks or other lenders, net cash provided by property operations and advances from our Advisor which will be repaid, without interest, as funds are available after meeting our current liquidity requirements, subject to the limitations on reimbursement set forth in our advisory agreement with our Advisor. Per the advisory agreement, all advances from our Advisor shall be reimbursed no less frequently than monthly, although our Advisor has indicated that it may waive such a requirement on a month-by-month basis. The organizational and offering costs associated with the Public Offering may be paid by us or our Advisor. Our Advisor must reimburse us within 60 days after the end of the month in which the Public Offering terminates to the extent we paid or reimbursed organization and offering costs (excluding sales commissions, dealer manager fees and stockholder servicing fees) in excess of 3.5% of the gross offering proceeds from the Primary Offering. Operating cash flows are expected to increase as properties are added to our portfolio and as our properties continue to lease-up.

Distribution Policy

As a result of our investment focus on opportunistic self storage properties, we cannot assure our stockholders we will continue to make cash distributions. Until we are generating operating cash flow sufficient to make distributions to our stockholders, we may decide to make stock distributions or to make distributions using a combination of stock and cash, and to fund some or all of our distributions from the proceeds of our Public Offering or from borrowings in anticipation of future cash flow, which may reduce the amount of capital we ultimately invest in properties. Because substantially all of our operations will be performed indirectly through our Operating Partnership, our ability to pay distributions depends in large part on our Operating Partnership’s ability to pay distributions to its partners, including to us. In the event we do not have enough cash from operations to fund cash distributions, we may borrow, issue additional securities or sell assets in order to fund the distributions or make the distributions out of net proceeds from our Public Offering. Though we have no present intention to make in-kind distributions, we are authorized by our charter to make in-kind distributions of readily marketable securities, distributions of beneficial interests in a liquidating trust established for our dissolution and the liquidation of our assets in accordance with the terms of the charter or distributions that meet all of the following conditions: (a) our board of directors advises each stockholder of the risks associated with direct ownership of the property; (b) our board of directors offers each stockholder the election of receiving such in-kind distributions; and (c) in-kind distributions are only made to those stockholders who accept such offer.

Distributions are paid to our stockholders based on the record date selected by our board of directors. We currently declare and pay cash distributions monthly based on daily declaration and record dates so that investors may be entitled to distributions immediately upon purchasing our shares. Distributions will be authorized at the discretion of our board of directors, which will be directed, in substantial part, by its obligation to cause us to comply with the REIT requirements of the Code. Our board of directors may increase, decrease or eliminate the distribution rate that is being paid at any time. Distributions will be made on all classes of our common stock at

the same time. The per share amount of distributions on Class A Shares and Class T Shares will likely differ because of different allocations of class-specific expenses. Specifically, distributions on Class T Shares will likely be lower than distributions on Class A Shares because Class T Shares are subject to ongoing stockholder servicing fees. The funds we receive from operations that are available for distribution may be affected by a number of factors, including the following:

•

the amount of time required for us to invest the funds received in the Public Offering;

•

our operating and interest expenses;

•

the amount of distributions or dividends received by us from our indirect real estate investments;

•

our ability to keep our properties occupied;

•

our ability to maintain or increase rental rates;

•

construction defects or capital improvements;

•

capital expenditures and reserves for such expenditures;

•

the issuance of additional shares; and

•

financings and refinancings.

The following shows our cash distributions and the sources of such distributions for the six months ended June 30, 2016 (no cash distributions were paid for the six months ended June 30, 2015):


	Six Months Ended June 30, 2016
Distributions paid in cash — common stockholders	$	142,276
Distributions paid in cash — Operating Partnership unitholders		2,662
Distributions paid in cash — preferred unitholders		652,154
Distributions reinvested		329,022

Total distributions	$	1,126,114

Source of distributions
Cash flows provided by operations	$	—	—
Offering proceeds from Primary Offering		797,092	70.8	%
Offering proceeds from distribution reinvestment plan		329,022	29.2	%

Total sources	$	1,126,114	100.0	%

stockholders at least 90% of our taxable income each year in order to meet the requirements for being treated as a REIT under the Code. Our directors may authorize distributions in excess of this percentage as they deem appropriate. Because we may receive income from interest or rents at various times during our fiscal year, distributions may not reflect our income earned in that particular distribution period, but may be made in anticipation of cash flow that we expect to receive during a later period and may be made in advance of actual receipt of funds in an attempt to make distributions relatively uniform. To allow for such differences in timing between the receipt of income and the payment of expenses, and the effect of required debt payments, among other things, we could be required to borrow funds from third parties on a short-term basis, issue new securities, or sell assets to meet the distribution requirements that are necessary to achieve the tax benefits associated with qualifying as a REIT. We are not prohibited from undertaking such activities by our charter, bylaws or investment policies, and we may use an unlimited amount from any source to pay our distributions. These methods of obtaining funding could affect future distributions by increasing operating costs and decreasing available cash, which could reduce the value of our stockholders’ investment in our shares. In addition, such distributions may constitute a return of investors’ capital.

We have not been able to and may not be able to pay distributions from our cash flows from operations, in which case distributions may be paid in part from debt financing or from proceeds from the issuance of common stock in our Primary Offering and pursuant to our distribution reinvestment plan. The payment of distributions from sources other than cash flows from operations may reduce the amount of proceeds available for investment and operations or cause us to incur additional interest expense as a result of borrowed funds.

Indebtedness

As of June 30, 2016, we had approximately $41.7 million of outstanding consolidated indebtedness. As of June 30, 2016, all of our total consolidated indebtedness was variable rate. See Note 5 – Secured Debt – KeyBank Facility – of the Notes to the Consolidated Statements contained in this supplement for more information about our indebtedness.

Long-Term Liquidity and Capital Resources

On a long-term basis, our principal demands for funds will be for property acquisitions, either directly or through entity interests, for the payment of operating expenses and distributions, and for the payment of interest on our outstanding indebtedness, if any.

Long-term potential future sources of capital include proceeds from our Public Offering, secured or unsecured financings from banks or other lenders, issuance of equity instruments and undistributed funds from operations. To the extent we are not able to secure requisite financing in the form of a credit facility or other debt, we will be dependent upon proceeds from the issuance of equity securities and cash flows from operating activities in order to meet our long-term liquidity requirements and to fund our distributions.

Contractual Obligations

The following table summarizes our contractual obligations as of June 30, 2016:


	Payments due during the years ending December 31,
	Total		2016		2017-2018		2019-2020		Thereafter
Mortgage interest⁽¹⁾	$	1,955,671	$	763,662	$	1,123,584	$	68,425	$	—
Mortgage principal		41,700,000		—		36,647,000		5,053,000		—

Total contractual obligations	$	43,655,671	$	763,662	$	37,770,584	$	5,121,425	$	—

⁽¹⁾	The interest expense was calculated based on the rates in effect as of June 30, 2016.

Off-Balance Sheet Arrangements

We do not currently have any relationships with unconsolidated entities or financial partnerships. Such entities are often referred to as structured finance or special purposes entities, which typically are established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Further, we have not guaranteed any obligations of unconsolidated entities nor do we have any commitments or intent to provide funding to any such entities.

Subsequent Events

Please see Note 12 of the Notes to the Consolidated Financial Statements contained in this supplement.

Seasonality

We believe that we will experience minor seasonal fluctuations in the occupancy levels of our facilities, which we believe will be slightly higher over the summer months due to increased moving activity.

Financial Statements

The financial statements listed below are contained in this supplement:


Consolidated Financial Statements
Consolidated Balance Sheets as of June 30, 2016 (unaudited) and December 31, 2015 (unaudited)			F-1
Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2016 and 2015 (unaudited)			F-2
Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2016 and 2015 (unaudited)			F-3
Consolidated Statement of Equity for the Six Months Ended June 30, 2016 (unaudited)			F-4
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2016 and 2015 (unaudited)			F-5
Notes to Consolidated Financial Statements			F-6

STRATEGIC STORAGE GROWTH TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)


	June 30, 2016			December 31, 2015
ASSETS
Real estate facilities:
Land	$	16,942,870		$	13,180,000
Buildings		49,502,058			42,338,012
Site improvements		5,534,169			4,811,387

		71,979,097			60,329,399
Accumulated depreciation		(2,098,356	)		(1,157,113	)

		69,880,741			59,172,286
Construction in process		1,447,445			30,808

Real estate facilities, net		71,328,186			59,203,094
Real estate held for sale, net		12,203,109			—
Cash and cash equivalents		2,883,413			6,600,046
Other assets		1,514,085			1,871,423
Debt issuance costs, net of accumulated amortization		569,833			801,005
Intangible assets, net of accumulated amortization		768,810			1,454,140

Total assets	$	89,267,436		$	69,929,708

LIABILITIES AND EQUITY
Secured debt	$	41,563,996		$	38,300,000
Accounts payable and accrued liabilities		1,336,416			1,028,660
Due to affiliates		565,817			252,997
Distributions payable		158,573			20,700
Distributions payable to preferred unitholders in our Operating Partnership		1,364,446			1,042,394

Total liabilities		44,989,248			40,644,751

Commitments and contingencies (Note 8)
Redeemable common stock		339,728			10,706
Preferred equity in our Operating Partnership		14,936,370			15,884,852

Equity:
Strategic Storage Growth Trust, Inc. equity:
Preferred Stock, $0.001 par value; 200,000,000 shares authorized; none issued and outstanding at June 30, 2016 and December 31, 2015		—			—
Class A Common stock, $0.001 par value; 350,000,000 shares authorized; 4,688,934 and 2,676,239 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively		4,689			2,676
Class T Common stock, $0.001 par value; 350,000,000 shares authorized; 280,503 and 18,086 issued and outstanding at June 30, 2016 and December 31, 2015, respectively		281			18
Additional paid-in capital		40,700,261			20,735,425
Distributions		(645,901	)		(37,073	)
Accumulated deficit		(11,088,142	)		(7,283,029	)
Accumulated other comprehensive income		82,969			—

Total Strategic Storage Growth Trust, Inc. equity		29,054,157			13,418,017

Noncontrolling interests in our Operating Partnership		(52,067	)		(28,618	)

Total equity		29,002,090			13,389,399

Total liabilities and equity	$	89,267,436		$	69,929,708

See notes to consolidated financial statements.

F-1

STRATEGIC STORAGE GROWTH TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
Revenues:
Self storage rental revenue	$	2,229,763		$	1,191,517		$	4,284,944		$	2,108,843
Ancillary operating revenue		19,828			50,238			37,532			84,565

Total revenues		2,249,591			1,241,755			4,322,476			2,193,408

Operating expenses:
Property operating expenses		1,093,115			527,919			2,003,047			951,209
Property operating expenses – affiliates		245,286			137,088			464,112			271,882
General and administrative		459,151			289,222			1,041,032			589,335
Depreciation		488,469			247,436			990,964			447,572
Intangible amortization expense		342,666			342,415			734,985			622,126
Acquisition expenses – affiliates		244,325			49,317			550,236			234,698
Other property acquisition expenses		81,329			26,565			149,215			95,574

Total operating expenses		2,954,341			1,619,962			5,933,591			3,212,396

Operating loss		(704,750	)		(378,207	)		(1,611,115	)		(1,018,988	)
Other expenses:
Interest expense		(401,610	)		(161,605	)		(841,878	)		(294,055	)
Debt issuance costs expense		(162,630	)		(56,950	)		(336,227	)		(113,030	)
Other		(10,843	)		5,995			(10,614	)		978

Net loss		(1,279,833	)		(590,767	)		(2,799,834	)		(1,425,095	)
Less: Distributions to preferred unitholders in our Operating Partnership		(490,151	)		(498,128	)		(974,206	)		(912,936	)
Less: Accretion of preferred equity costs		(21,551	)		(94,260	)		(51,518	)		(179,027	)
Net loss attributable to the noncontrolling interests in our Operating Partnership		8,015			28,237			20,445			59,247

Net loss attributable to Strategic Storage Growth Trust, Inc. common stockholders	$	(1,783,520	)	$	(1,154,918	)	$	(3,805,113	)	$	(2,457,811	)

Net loss per Class A share—basic and diluted	$	(0.39	)	$	(1.36	)	$	(0.98	)	$	(2.94	)
Net loss per Class T share—basic and diluted	$	(0.39	)	$	—		$	(0.98	)	$	—

Weighted average Class A shares outstanding—basic and diluted		4,315,350			849,398			3,741,820			835,019
Weighted average Class T shares outstanding—basic and diluted		205,915			—			127,882			—

See notes to consolidated financial statements.

F-2

STRATEGIC STORAGE GROWTH TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
Net loss	$	(1,279,833	)	$	(590,767	)	$	(2,799,834	)	$	(1,425,095	)
Other comprehensive (loss) income:
Foreign currency translation adjustments		(32,478	)		—			82,969			—

Comprehensive loss		(1,312,311	)		(590,767	)		(2,716,865	)		(1,425,095	)
Less: Distributions to preferred unitholders in our Operating Partnership		(490,151	)		(498,128	)		(974,206	)		(912,936	)
Less: Accretion of preferred equity costs		(21,551	)		(94,260	)		(51,518	)		(179,027	)
Comprehensive loss attributable to noncontrolling interests:
Comprehensive loss attributable to the noncontrolling interests in our Operating Partnership		8,301			28,237			20,016			59,247

Comprehensive loss attributable to Strategic Storage Growth Trust, Inc. common stockholders	$	(1,815,712	)	$	(1,154,918	)	$	(3,722,573	)	$	(2,457,811	)

See notes to consolidated financial statements.

F-3

STRATEGIC STORAGE GROWTH TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF EQUITY

(Unaudited)


	Common Stock
	Class A				Class T
	Number of Shares		Common Stock Par Value		Number of Shares		Common Stock Par Value		Additional Paid-in Capital			Distributions				Accumulated Deficit			Accumulated Other Comprehensive Income		Total Strategic Storage Growth Trust, Inc. Equity			Noncontrolling Interests in our Operating Partnership			Total Equity			Preferred Equity in our Operating Partnership			Redeemable Common Stock
Balance as of December 31, 2015		2,676,239	$	2,676		18,086	$	18	$	20,735,425		$	(37,073	)		$	(7,283,029	)	$	—	$	13,418,017		$	(28,618	)	$	13,389,399		$	15,884,852		$	10,706
Gross proceeds from issuance of common stock		1,958,672		1,959		261,218		261		22,541,163			—				—			—		22,543,383			—			22,543,383			—			—
Offering costs		—		—		—		—		(2,584,463	)		—				—			—		(2,584,463	)		—			(2,584,463	)		—			—
Changes to redeemable common stock		—		—		—		—		(329,022	)		—				—			—		(329,022	)		—			(329,022	)		—			329,022
Issuance of restricted stock		2,500		2		—		—		(2	)		—				—			—		—			—			—			—			—
Distributions ($0.15 per share)		—		—		—		—		—			(608,828	)	��		—			—		(608,828	)		—			(608,828	)		—			—
Distributions of common stock		18,694		19		584		1		(20	)		—				—			—		—			—			—			—			—
Distributions to noncontrolling interests		—		—		—		—		—			—				—			—		—			(3,004	)		(3,004	)		—			—
Issuance of shares for distribution reinvestment plan		32,829		33		615		1		328,988			—				—			—		329,022			—			329,022			—			—
Stock based compensation expense		—		—		—		—		8,192			—				—			—		8,192			—			8,192			—			—
Net loss attributable to Strategic Storage Growth Trust, Inc.		—		—		—		—		—			—				(3,805,113	)		—		(3,805,113	)		—			(3,805,113	)		—			—
Net loss attributable to the noncontrolling interests		—		—		—		—		—			—				—			—		—			(20,445	)		(20,445	)		—			—
Foreign currency translation adjustment		—		—		—		—		—			—				—			82,969		82,969			—			82,969			—			—
Redemption of preferred equity in our Operating Partnership		—		—		—		—		—			—				—			—		—			—			—			(1,000,000	)		—
Accretion of preferred equity issuance costs		—		—		—		—		—			—				—			—		—			—			—			51,518			—

Balance as of June 30, 2016		4,688,934	$	4,689		280,503	$	281	$	40,700,261		$	(645,901	)		$	(11,088,142	)	$	82,969	$	29,054,157		$	(52,067	)	$	29,002,090		$	14,936,370		$	339,728

See notes to consolidated financial statements.

F-4

STRATEGIC STORAGE GROWTH TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six Months Ended June 30,
	2016			2015
Cash flows from operating activities:
Net loss	$	(2,799,834	)	$	(1,425,095	)
Adjustments to reconcile net loss to cash provided by (used in) operating activities:
Depreciation and amortization		1,996,701			1,182,728
Expense related to issuance of restricted stock		8,192			—
Increase (decrease) in cash and cash equivalents from changes in assets and liabilities:
Other assets		(343,103	)		(255,232	)
Accounts payable and accrued liabilities		338,479			372,059
Due to affiliates		223,848			509,585

Net cash provided by (used in) operating activities		(575,717	)		384,045

Cash flows from investing activities:
Purchase of real estate		(22,389,051	)		(16,181,250	)
Additions to real estate		(1,904,915	)		(130,493	)
Deposits on acquisitions of real estate facilities		(600,000	)		(100,000	)
Return of deposits on acquisition of real estate facilities		331,714			500,000

Net cash flows used in investing activities		(24,562,252	)		(15,911,743	)

Cash flows from financing activities:
Proceeds from issuance of revolving secured debt		7,950,000			8,304,614
Principal payments of revolving secured debt		(9,603,000	)		—
Proceeds from issuance of non-revolving secured debt		5,053,000			—
Proceeds from issuance of preferred equity in our Operating Partnership		—			7,180,000
Redemption of preferred equity in our Operating Partnership		(1,000,000	)		—
Gross proceeds from issuance of common stock		22,522,103			1,401,945
Offering costs		(2,528,091	)		(954,497	)
Debt issuance costs		(175,584	)		(100,042	)
Distributions paid to preferred unitholders in our Operating Partnership		(652,154	)		(506,286	)
Distributions paid to common stockholders		(142,276	)		—
Distributions paid to noncontrolling interests		(2,662	)		—

Net cash flows provided by financing activities		21,421,336			15,325,734

Net change in cash and cash equivalents		(3,716,633	)		(201,964	)
Cash and cash equivalents, beginning of period		6,600,046			4,500,298

Cash and cash equivalents, end of period	$	2,883,413		$	4,298,334

Supplemental disclosures and non-cash transactions:
Cash paid for interest	$	832,742		$	279,063
Interest capitalized	$	33,665		$	—
Supplemental disclosure of noncash activities:
Other assets included in due to affiliates	$	—		$	10,000
Proceeds from issuance of common stock in other assets	$	48,800		$	36,340
Offering costs included in accounts payable and accrued liabilities	$	28,166		$	17,800
Offering costs included in due to affiliates	$	96,945		$	324,217
Debt issuance costs included in due to affiliates	$	—		$	41,523
Construction in process in accounts payable and accrued liabilities	$	—		$	63,836
Increase in distributions payable to preferred unitholders in our Operating Partnership	$	414,743		$	467,826
Distributions of common stock	$	20		$	—
Issuance of shares pursuant to distribution reinvestment plan	$	329,022		$	—
Preferred equity issuance costs	$	—		$	17,995
Foreign currency translation adjustment – Real estate facilities, net	$	82,969		$	—

See notes to consolidated financial statements.

F-5

STRATEGIC STORAGE GROWTH TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016

Note 1. Organization

Strategic Storage Growth Trust, Inc., a Maryland corporation (the “Company”), was formed on March 12, 2013 under the Maryland General Corporation Law for the purpose of engaging in the business of investing in self storage facilities. The Company’s year-end is December 31. As used in this report, “we,” “us,” “our,” and “Company” refer to Strategic Storage Growth Trust, Inc. and each of our subsidiaries.

Strategic Storage Holdings, LLC, a Delaware limited liability company (“SSH”), was the sponsor of our Private Offering (as defined below) through August 31, 2014. Effective August 31, 2014, SmartStop Self Storage, Inc. (“SmartStop”), entered into a series of transactions, agreements and amendments to its existing agreements and arrangements (such agreements and amendments hereinafter referred to collectively as the “Self Administration and Investment Management Transaction”) with SSH and its affiliates, pursuant to which, effective August 31, 2014, SmartStop acquired the self storage advisory, asset management, property management and investment management businesses of SSH including SSH’s sole membership interest in SmartStop Asset Management, LLC, a Delaware limited liability company (formerly Strategic Storage Realty Group, LLC), which owns 97.5% of the economic interests (and 100% of the voting membership interests) of SS Growth Advisor, LLC (our “Advisor”) and owns 100% of SS Growth Property Management, LLC (our “Property Manager”).

On October 1, 2015, SmartStop and Extra Space Storage Inc. (“Extra Space”), along with subsidiaries of each of SmartStop and Extra Space, closed on a merger transaction (the “Merger”) in which SmartStop was acquired by Extra Space for $13.75 per share in cash, representing an enterprise value of approximately $1.4 billion. At the closing of the Merger, SmartStop Asset Management, LLC, the owner of our Property Manager and majority and sole voting member of our Advisor, was sold to an entity controlled by H. Michael Schwartz, our Chairman of the Board of Directors, Chief Executive Officer and President, and became our sponsor (our “Sponsor”). The former executive management team of SmartStop continues to serve as the executive management team for our Sponsor. In addition, our management team remains the same, as well as the management team of our Advisor and Property Manager.

We have no employees. Our Advisor, a Delaware limited liability company, was formed on March 12, 2013. Our Advisor is responsible for managing our affairs on a day-to-day basis and identifying and making acquisitions and investments on our behalf under the terms of the advisory agreement we have with our Advisor (our “Advisory Agreement”). The officers of our Advisor are also officers of us and our Sponsor.

On May 31, 2013, our Advisor purchased 100 shares of our common stock for $1,000 and became our initial stockholder. Our Second Articles of Amendment and Restatement, as amended, authorizes 350,000,000 shares of Class A common stock, $0.001 par value per share and 350,000,000 shares of Class T common stock, $0.001 par value per share and 200,000,000 shares of preferred stock with a par value of $0.001. On June 17, 2013, we commenced a private placement offering to accredited investors only for a maximum of $109.5 million in shares of common stock, including shares being offered pursuant to our distribution reinvestment plan (the “Private Offering”). On May 23, 2014, we satisfied the minimum offering requirements of $1 million from our Private Offering and commenced formal operations. We terminated the Private Offering on January 16, 2015. We raised gross offering proceeds of approximately $7.8 million from the issuance of approximately 830,000 shares pursuant to the Private Offering.

On January 20, 2015 we commenced a public offering of a maximum of $1.0 billion in common shares for sale to the public (the “Primary Offering”) and $95.0 million in common shares for sale pursuant to our distribution reinvestment plan (collectively, the “Public Offering”). On September 28, 2015, we revised our Primary Offering and are now offering two classes of shares of common stock: Class A common stock, $0.001 par value per share (the “Class A Shares”) and Class T common stock, $0.001 par value per share (the “Class T Shares”). As of June 30, 2016, we had sold approximately 4.6 million Class A Shares and approximately 280,000

F-6

STRATEGIC STORAGE GROWTH TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016

Class T Shares in our Public and Private Offerings for gross proceeds of approximately $46.0 million and approximately $2.8 million, respectively. We intend to invest the net proceeds from our offerings primarily in opportunistic self storage facilities, which may include facilities to be developed, currently under development or in lease-up and self storage facilities in need of expansion, redevelopment or repositioning. As of June 30, 2016 we owned 16 self storage facilities located in seven states (Arizona, California, Colorado, Florida, Illinois, Nevada and Texas) and Canada (the Greater Toronto Area).

On April 8, 2016, our board of directors, upon recommendation of its nominating and corporate governance committee, approved an estimated value per share of our common stock of $10.05 for our Class A Shares and Class T Shares based on the estimated value of our assets less the estimated value of our liabilities, or net asset value, divided by the number of shares outstanding on a fully diluted basis, calculated as of December 31, 2015. See our Current Report on Form 8-K filed with the SEC on April 11, 2016 for a description of the methodologies and assumptions used to determine, and the limitations of, the estimated value per share.

As a result of the calculation of our estimated value per share, effective on April 14, 2016, the offering price of Class A Shares increased from $10.00 per share to $11.17 per share and the offering price of Class T Shares increased from $9.47 per share to $10.58 per share. Our board of directors determined the new per share offering price of each class of stock by taking the $10.05 estimated value per share and adding the per share up-front sales commissions and dealer manager fees to be paid with respect to the Class A shares and Class T shares, respectively, such that after the payment of such commissions and dealer manager fees, the net proceeds to us will be the same for both Class A shares and Class T shares. In addition, effective April 21, 2016, shares sold pursuant to our distribution reinvestment plan will be sold at $10.05 per share for Class A and Class T Shares.

Our operating partnership, SS Growth Operating Partnership, L.P., a Delaware limited partnership (our “Operating Partnership”), was formed on March 13, 2013. During 2013, our Advisor purchased a limited partnership interest in our Operating Partnership totaling $201,000 and on May 31, 2013, we contributed the initial $1,000 capital contribution we received to our Operating Partnership in exchange for the general partner interest. Our Operating Partnership owns, directly or indirectly through one or more special purpose entities, all of the self storage properties that we have acquired and the self storage properties we will acquire in the future. As of June 30, 2016, we owned approximately 99.6% of the common units of limited partnership interests of our Operating Partnership. The remaining approximate 0.4% of the common units are owned by our Advisor. As of June 30, 2016, our Operating Partnership had outstanding approximately 600,000 Series A Cumulative Redeemable Preferred Units (the “Preferred Units”) issued to SSTI Preferred Investor, LLC (the “Preferred Investor”), formerly a wholly-owned subsidiary of SmartStop Self Storage Operating Partnership, L.P., the operating partnership of SmartStop, in exchange for an investment in our Operating Partnership of approximately $15.0 million. Such Preferred Units are now owned by Extra Space subsequent to the Merger. As the sole general partner of our Operating Partnership, we have the exclusive power to manage and conduct the business of our Operating Partnership. We will conduct certain activities through our taxable REIT subsidiary, SS Growth TRS, Inc., a Delaware corporation (the “TRS”) which was formed on March 14, 2013, and is a wholly owned subsidiary of our Operating Partnership.

Our Property Manager was formed on March 12, 2013 to manage our properties. Our Property Manager derives substantially all of its income from the property management services it performs for us. Our Property Manager may enter into sub-property management agreements with third party management companies and pay part of its management fee to such sub-property manager. At the closing of the Merger, we entered into new property management agreements with our Property Manager and our Property Manager entered into sub-property management agreements with an affiliate of Extra Space for the management of our properties in the United States. Furthermore, Extra Space acquired the rights to the “SmartStop^® Self Storage” brand in the United States through the Merger and we can no longer utilize this brand in the United States. The properties we own were re-branded under the Extra Space name subsequent to the Merger. However, any properties owned or acquired in Canada will be managed by a subsidiary of our Sponsor and will continue to be branded using the SmartStop^® Self Storage brand.

F-7

STRATEGIC STORAGE GROWTH TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016

Our dealer manager is Select Capital Corporation, a California corporation (our “Dealer Manager”). Our Dealer Manager is responsible for marketing our shares being offered pursuant to our Primary Offering. Our president owned, through a wholly-owned limited liability company, a 15% non-voting equity interest in our Dealer Manager through August 31, 2014. Effective August 31, 2014, SmartStop indirectly owned such 15% non-voting equity interest in our Dealer Manager, pursuant to the Self Administration and Investment Management Transaction. Effective October 1, 2015, in connection with the Merger, the 15% non-voting equity interest in our Dealer Manager is now owned by our Sponsor. An affiliate of our Dealer Manager continues to own a 2.5% non-voting membership interest in our Advisor.

As we accept subscriptions for shares of our common stock, we transfer substantially all of the net offering proceeds to our Operating Partnership as capital contributions in exchange for additional units of interest in our Operating Partnership. However, we are deemed to have made capital contributions in the amount of gross proceeds received from investors, and our Operating Partnership is deemed to have simultaneously paid the sales commissions and other costs associated with the Public Offering. In addition, our Operating Partnership is structured to make distributions with respect to limited partnership units that are equivalent to the distributions made to holders of common stock. Finally, a limited partner in our Operating Partnership may later exchange his or her limited partnership units in our Operating Partnership for shares of our common stock at any time after one year following the date of issuance of their limited partnership units, subject to certain restrictions outlined in the limited partnership agreement of our Operating Partnership, as amended (the “Operating Partnership Agreement”). Our Advisor is prohibited from exchanging or otherwise transferring its limited partnership units so long as it is acting as our Advisor pursuant to our Advisory Agreement.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC.

Principles of Consolidation

Our financial statements, and the financial statements of our Operating Partnership, including its wholly-owned subsidiaries, are consolidated in the accompanying consolidated financial statements. The portion of these entities not wholly-owned by us is presented as noncontrolling interests. All significant intercompany accounts and transactions have been eliminated in consolidation.

Consolidation Considerations

Current accounting guidance provides a framework for identifying a variable interest entity (“VIE”) and determining when a company should include the assets, liabilities, noncontrolling interests, and results of activities of a VIE in its consolidated financial statements. In general, a VIE is an entity or other legal structure used to conduct activities or hold assets that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to make significant decisions about its activities, or (3) has a group of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations. Generally, a VIE should be consolidated if a party with an ownership, contractual, or other financial interest in the VIE (a variable interest holder) has the power to direct the VIE’s most significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. A variable interest holder that consolidates the VIE is called the primary beneficiary. Upon consolidation, the primary beneficiary generally must initially record all of the VIE’s assets, liabilities, and noncontrolling interest at fair value and subsequently account for the VIE as if it were consolidated based on majority voting interest. As of June 30, 2016 and December 31, 2015, we had not entered into contracts/interests that would be deemed to be variable interests in VIEs.

F-8

STRATEGIC STORAGE GROWTH TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Management will adjust such estimates when facts and circumstances dictate. Actual results could materially differ from those estimates. The most significant estimates made include the allocation of property purchase price to tangible and intangible assets acquired and liabilities assumed at fair value, the determination if certain entities should be consolidated, the evaluation of potential impairment of long-lived assets, and the useful lives of real estate assets and intangibles.

Cash and Cash Equivalents

We consider all short-term, highly liquid investments that are readily convertible to cash with a maturity of three months or less at the time of purchase to be cash equivalents.

We may maintain cash equivalents in financial institutions in excess of insured limits, but believe this risk will be mitigated by only investing in or through major financial institutions.

Real Estate Purchase Price Allocation

We account for acquisitions in accordance with amended accounting guidance which requires that we allocate the purchase price of the property to the tangible and intangible assets acquired and the liabilities assumed based on estimated fair values. This guidance requires us to make significant estimates and assumptions, including fair value estimates, as of the acquisition date and to adjust those estimates as necessary during the measurement period (defined as the period, not to exceed one year, in which we may adjust the provisional amounts recognized for an acquisition). Acquisitions of portfolios of facilities are allocated to the individual facilities based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates which take into account the relative size, age, and location of the individual facility along with current and projected occupancy and rental rate levels or appraised values, if available. Allocations to the individual assets and liabilities are based upon comparable market sales information for land and estimates of depreciated replacement cost of equipment, building and site improvements. In allocating the purchase price, we determine whether the acquisition includes intangible assets or liabilities. Substantially all of the leases in place at acquired properties are at market rates, as the majority of the leases are month-to-month contracts. We also consider whether in-place, market leases represent an intangible asset. We recorded approximately $0.6 million and approximately $2.0 million in intangible assets to recognize the value of in-place leases related to our acquisitions during the six months ended June 30, 2016 and the year ended December 31, 2015, respectively. We do not expect, nor to date have we recorded, intangible assets for the value of customer relationships because we expect we will not have concentrations of significant customers and the average customer turnover will be fairly frequent. Our acquisition-related transaction costs are required to be expensed as incurred. During the three months ended June 30, 2016 and 2015, we expensed approximately $0.3 million and approximately $0.1 million, respectively, of acquisition related transaction costs. During the six months ended June 30, 2016 and 2015, we expensed approximately $0.7 million and approximately $0.3 million, respectively, of acquisition related transaction costs.

Should the initial accounting for an acquisition be incomplete by the end of a reporting period that falls within the measurement period, we will report provisional amounts in our financial statements. During the measurement period, we will adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date and we will record those adjustments to

F-9

STRATEGIC STORAGE GROWTH TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016

our financial statements. We will recognize any measurement period adjustments during the period in which we determine the amount of the adjustment to our financial statements, potentially including adjustments to interest, depreciation and amortization expense.

Evaluation of Possible Impairment of Long-Lived Assets

Management will continually monitor events and changes in circumstances that could indicate that the carrying amounts of our long-lived assets may not be recoverable. When indicators of potential impairment are present that indicate that the carrying amounts of the assets may not be recoverable, we will assess the recoverability of the assets by determining whether the carrying value of the long-lived assets will be recovered through the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying value, we will adjust the value of the long-lived assets to the fair value and recognize an impairment loss. For the three and six months ended June 30, 2016 and 2015, no impairment losses were recognized.

Real Estate Held for Sale

We generally consider real estate to be “held for sale” when the following criteria are met: (i) management commits to a plan to sell the property, (ii) the property is available for sale immediately, (iii) the property is actively being marketed for sale at a price that is reasonable in relation to its current fair value, (iv) the sale of the property within one year is considered probable and (v) significant changes to the plan to sell are not expected. Real estate that is held for sale is classified as “real estate held for sale” in the accompanying consolidated financial statements for the periods when it was held for sale. Real estate classified as held for sale is no longer depreciated and is reported at the lower of its carrying value or its estimated fair value less estimated costs to sell. Operating results and related gains (losses) on sale of properties that were disposed of or classified as held for sale in the ordinary course of business are included in continuing operations on the Company’s consolidated statements of operations, consistent with current accounting guidance.

Revenue Recognition

Management believes that all of our leases are operating leases. Rental income is recognized in accordance with the terms of the leases, which generally are month-to-month. Revenues from any long-term operating leases are recognized on a straight-line basis over the term of the lease. The excess of rents received over amounts contractually due pursuant to the underlying leases is included in accounts payable and accrued liabilities in our consolidated balance sheets and contractually due but unpaid rent is included in other assets.

Allowance for Doubtful Accounts

Tenant accounts receivable is reported net of an allowance for doubtful accounts. Management’s estimate of the allowance is based upon a review of the current status of tenant accounts receivable. It is reasonably possible that management’s estimate of the allowance will change in the future.

Real Estate Facilities

Real estate facilities are recorded at cost. We capitalize costs incurred to develop, construct, renovate and improve properties, including interest and property taxes incurred during the construction period. The construction period begins when expenditures for the real estate assets have been made and activities that are necessary to prepare the asset for its intended use are in progress. The construction period ends when the asset is substantially complete and ready for its intended use.

Depreciation of Real Property Assets

Our management is required to make subjective assessments as to the useful lives of our depreciable assets. We consider the period of future benefit of the asset to determine the appropriate useful lives.

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STRATEGIC STORAGE GROWTH TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016

Depreciation of our real property assets is charged to expense on a straight-line basis over the estimated useful lives as follows:


Description		Standard Depreciable Life
Land		Not Depreciated
Buildings		30-35 years
Site Improvements		7-10 years

Depreciation of Personal Property Assets

Personal property assets consist primarily of furniture, fixtures and equipment and are depreciated on a straight-line basis over the estimated useful lives generally ranging from 3 to 5 years, and are included in other assets on our consolidated balance sheets.

Intangible Assets

We have allocated a portion of our real estate purchase price to in-place leases. We are amortizing in-place leases on a straight-line basis over the estimated future benefit period. As of June 30, 2016 and December 31, 2015, the gross amounts allocated to in-place lease intangibles were approximately $3.2 million and approximately $2.7 million, respectively, and accumulated amortization of in-place lease intangibles totaled approximately $1.9 million and approximately $1.2 million, respectively.

Foreign Currency Translation

For non-U.S. functional currency operations, assets and liabilities are translated to U.S. dollars at current exchange rates. Revenues and expenses are translated at the average rates for the period. All related adjustments are recorded in accumulated other comprehensive income (loss) as a separate component of equity. Transactions denominated in a currency other than the functional currency of the related operation are recorded at rates of exchange in effect at the date of the transaction. Gains or losses on foreign currency transactions are recorded in other income (expense).

Debt Issuance Costs

The net carrying value of costs incurred in connection with obtaining non-revolving financing are presented in our consolidated balance sheets as a deduction from secured debt and such amount as of June 30, 2016 and December 31, 2015 totaled approximately $0.1 million and none, respectively. The net carrying value of costs incurred in connection with obtaining revolving financing are presented in debt issuance costs on our consolidated balance sheets and such amount as of June 30, 2016 and December 31, 2015 totaled approximately $0.6 million and approximately $0.8 million, respectively. Debt issuance costs are amortized on a straight-line basis over the term of the related loan, which is not materially different than the effective interest method.

Organizational and Offering Costs

Our Advisor may fund organization and offering costs on our behalf. We will be required to reimburse our Advisor for such organization and offering costs; provided, however, our Advisor must reimburse us within 60 days after the end of the month in which the Primary Offering terminates to the extent we paid or reimbursed organization and offering costs (excluding sales commissions, dealer manager fees and stockholder servicing fees) in excess of 3.5% of the gross offering proceeds from the Primary Offering. Such costs will be recognized as a liability when we have a present responsibility to reimburse our Advisor, which is defined in our Advisory Agreement as the date we satisfied the minimum offering requirements of our Private Offering (which occurred on May 23, 2014). If at any point in time we determine that the total organization and offering costs are expected to exceed 3.5% of the gross proceeds anticipated to be received from the Primary Offering, we will recognize such excess as a capital contribution from our Advisor. As of June 30, 2016, we do not believe total organization and offering costs will exceed 3.5% of the gross proceeds anticipated to be received from the Primary Offering. Offering costs are recorded as an offset to additional paid-in capital, and organization costs are recorded as an expense.

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STRATEGIC STORAGE GROWTH TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016

Redeemable Common Stock

We adopted a share redemption program that will enable stockholders to sell their shares to us in limited circumstances.

We record amounts that are redeemable under the share redemption program as redeemable common stock in the accompanying consolidated balance sheet since the shares are redeemable at the option of the holder and therefore their redemption is outside our control. The maximum amount redeemable under our share redemption program is limited to the number of shares we can repurchase with the amount of the net proceeds from the sale of shares under the distribution reinvestment plan. However, accounting guidance states that determinable amounts that can become redeemable but that are contingent on an event that is likely to occur (e.g., the passage of time) should be presented as redeemable when such amount is known. Therefore, the net proceeds from the distribution reinvestment plan are considered to be temporary equity and are presented as redeemable common stock in the accompanying consolidated balance sheet.

In addition, current accounting guidance requires, among other things, that financial instruments that represent a mandatory obligation of us to repurchase shares be classified as liabilities and reported at settlement value. Our redeemable common shares will be contingently redeemable at the option of the holder. When we determine we have a mandatory obligation to repurchase shares under the share redemption program, we will reclassify such obligations from temporary equity to a liability based upon their respective settlement values.

Through June 30, 2016 we had not received any requests for redemptions.

Accounting for Equity Awards

The cost of restricted stock is required to be measured based on the grant date fair value and the cost recognized over the relevant service period.

Fair Value Measurements

The accounting standard for fair value measurements and disclosures defines fair value, establishes a framework for measuring fair value, and provides for expanded disclosure about fair value measurements. Fair value is defined by the accounting standard for fair value measurements and disclosures as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels. The following summarizes the three levels of inputs and hierarchy of fair value we will use when measuring fair value:

•

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access;

•

Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as interest rates and yield curves that are observable at commonly quoted intervals; and

•

Level 3 inputs are unobservable inputs for the assets or liabilities that are typically based on an entity’s own assumptions as there is little, if any, related market activity.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the fair value measurement will fall within the lowest level that is significant to the fair value measurement in its entirety.

F-12

STRATEGIC STORAGE GROWTH TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016

The accounting guidance for fair value measurements and disclosures provides a framework for measuring fair value and establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. In determining fair value, we will utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterparty credit risk in our assessment of fair value. Considerable judgment will be necessary to interpret Level 2 and 3 inputs in determining fair value of our financial and non-financial assets and liabilities. Accordingly, there can be no assurance that the fair values we will present will be indicative of amounts that may ultimately be realized upon sale or other disposition of these assets.

Financial and non-financial assets and liabilities measured at fair value on a non-recurring basis in our consolidated financial statements consist of real estate and related liabilities assumed related to our acquisitions. The fair values of these assets and liabilities were determined as of the acquisition dates using widely accepted valuation techniques, including (i) discounted cash flow analysis, which considers, among other things, leasing assumptions, growth rates, discount rates and terminal capitalization rates, (ii) income capitalization approach, which considers prevailing market capitalization rates, and (iii) comparable sales activity. In general, we consider multiple valuation techniques when measuring fair values. However, in certain circumstances, a single valuation technique may be appropriate. All of the fair values of the assets and liabilities as of the acquisition dates were derived using Level 3 inputs.

The carrying amounts of cash and cash equivalents, tenant accounts receivable, other assets, accounts payable and accrued liabilities, distributions payable and amounts due to affiliates will approximate fair value because of their relatively short-term nature.

To comply with GAAP, we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of derivative contracts for the effect of nonperformance risk, we will consider the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Noncontrolling Interest in Consolidated Entities

We account for the noncontrolling interest in our Operating Partnership in accordance with the related accounting guidance. Due to our control through our general partnership interest in our Operating Partnership and the limited rights of the limited partner, our Operating Partnership, including its wholly-owned subsidiaries, are consolidated with the Company and the limited partner interest is reflected as a noncontrolling interest in the accompanying consolidated balance sheets. The noncontrolling interest shall be attributed its share of income and losses, even if that attribution results in a deficit noncontrolling interest balance.

Income Taxes

We made an election to be taxed as a Real Estate Investment Trust (“REIT”), under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2014. To continue to qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the REIT’s ordinary taxable income to stockholders. As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the IRS grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to stockholders. However, we believe that we are organized and operate in such a manner as to continue to qualify for treatment as a REIT and intend to operate in the foreseeable future in such a manner that we will remain qualified as a REIT for federal income tax purposes.

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STRATEGIC STORAGE GROWTH TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016

Even if we continue to qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property, and federal income and excise taxes on our undistributed income.

We filed elections to treat our TRS as a taxable REIT subsidiary effective January 1, 2014. In general, the TRS performs additional services for our customers and generally engages in any real estate or non-real estate related business. The TRS is subject to corporate federal and state income tax. The TRS follows accounting guidance which requires the use of the asset and liability method. Deferred income taxes represent the tax effect of future differences between the book and tax bases of assets and liabilities.

Per Share Data

Basic earnings per share attributable to our common stockholders for all periods presented are computed by dividing net income (loss) attributable to our common stockholders by the weighted average number of shares outstanding during the period, excluding unvested restricted stock. Diluted earnings per share are computed by dividing net income (loss) attributable to our common stockholders by the weighted average number of shares outstanding, adjusted for the dilutive effect of unvested restricted stock, utilizing the treasury stock method. For all periods presented the dilutive effective of unrestricted stock was not included in the diluted weighted average shares as such shares were antidilutive.

Recently Issued Accounting Guidance

In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09 “Revenue from Contracts with Customers” (“ASU 2014-09”) as Accounting Standards Codification (“ASC”) Topic 606. The objective of ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the new standard, companies will perform a five-step analysis of transactions to determine when and how revenue is recognized. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB ASC. In July 2015, the FASB voted to defer the effective date by one year to annual reporting periods (including interim periods within those periods) beginning after December 15, 2017 and early adoption is permitted. This ASU shall still be applied using either a full retrospective or modified retrospective approach. We are in the process of evaluating the impact of this standard on our consolidated financial statements and the impact is unknown at this time.

In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis.” ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. Specifically, ASU 2015-02 modifies the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities, eliminates the presumption that a general partner should consolidate a limited partnership, and affects the evaluation of fee arrangements in the primary beneficiary determination. ASU 2015-02 is effective for periods beginning after December 15, 2015 and early adoption is permitted. We adopted this ASU in the interim period ended March 31, 2016 and its adoption did not have a material impact on our consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts or premiums. Given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, in August 2015, the FASB issued ASU 2015-15, “Interest—Imputation of Interest (Subtopic 835-30), Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements”, which clarifies ASU No. 2015-03 by stating that the staff of the SEC would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt

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STRATEGIC STORAGE GROWTH TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016

issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. ASU 2015-03 and ASU 2015-15 are effective for periods beginning after December 15, 2015 and early adoption is permitted. We adopted this ASU in the period ended March 31, 2016 and its adoption did not have a material impact on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, which amends the guidance on accounting for leases. Under ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under ASU 2016-02, lessor accounting is largely unchanged. It also includes extensive amendments to the disclosure requirements. ASU 2016-02 is effective for fiscal years and interim periods beginning after December 15, 2018. Early adoption is permitted for financial statements that have not yet been made available for issuance. ASU 2016-02 requires a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. We are in the process of evaluating the impact of this standard on our consolidated financial statements and the impact is unknown at this time.

Note 3. Real Estate Facilities

The following summarizes the activity in real estate facilities during the six months ended June 30, 2016:


Real estate facilities
Balance at December 31, 2015	$	60,329,399
Facility acquisitions		11,059,817
Impact of foreign exchange rate changes		82,969
Improvements and additions		506,912

Balance at June 30, 2016	$	71,979,097


Accumulated depreciation
Balance at December 31, 2015	$	(1,157,113	)
Depreciation expense		(941,243	)

Balance at June 30, 2016	$	(2,098,356	)

On April 12, 2016, we executed a purchase and sale agreement (the “San Antonio II Sale Agreement”) with an unaffiliated third party (the “Buyer”) for the sale of a self storage facility we own in San Antonio, Texas (the “San Antonio II Property”). The San Antonio II Property was purchased by us in the first quarter of 2016 as part of a portfolio of four properties. In the purchase agreement for the portfolio of properties, $12.3 million of the total purchase price for the four properties was allocated to the San Antonio Property, excluding acquisition costs.

The sale price for the San Antonio II Property was approximately $16.1 million, less closing costs and disposition fees payable to our Advisor. The Buyer made a deposit of approximately $250,000 in connection with the execution of the San Antonio II Sale Agreement. The San Antonio II Sale Agreement provided for a due diligence period of 90 days during which the Buyer could terminate the San Antonio II Sale Agreement (with a full return of the earnest money), for any reason. On June 8, 2016, the Buyer delivered written notice to us of its election to terminate the San Antonio II Sale Agreement. As a result, the San Antonio II Sale Agreement was terminated and we returned the earnest money to the Buyer.

F-15

STRATEGIC STORAGE GROWTH TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016

The following table summarizes the purchase price allocation for our acquisitions during the six months ended June 30, 2016:


Property	Acquisition Date		Real Estate Assets		Intangibles		Total⁽¹⁾		Debt Issued		2016 Revenue⁽²⁾		2016 Property Operating Income⁽³⁾
San Antonio II – TX		01/06/16	$	11,709,625	$	580,000	$	12,289,625	$	7,950,000	$	477,003	$	147,272
Stoney Creek – TOR—CAN⁽⁴⁾		02/11/16		1,515,430		—		1,515,430		—		—		—
Torbarrie – TOR—CAN⁽⁴⁾		05/17/16		2,321,580		—		2,321,580		—		—		—
Baseline – AZ		05/26/16		7,222,807		—		7,222,807		5,053,000		3,930		(33,644	)

Total			$	22,769,442	$	580,000	$	23,349,442	$	13,003,000	$	480,933	$	113,628

⁽¹⁾	The allocations noted above are based on a preliminary determination of the fair value of the total consideration provided. Such valuations may change as we complete our purchase price accounting.

⁽²⁾	The operating results of the facilities acquired above have been included in our statement of operations since their respective acquisition date.

⁽³⁾	Property operating income excludes corporate general and administrative expenses, asset management fees, interest expense, depreciation, amortization and acquisition expenses.

⁽⁴⁾	Stoney Creek and Torbarrie are self storage properties that are under construction.

The purchase price allocations included above are preliminary and therefore, subject to change upon the completion of our analysis of appraisals and other information related to the acquisitions. We anticipate finalizing the purchase price allocations by December 31, 2016, as further evaluations are completed and additional information is received from third parties.

We incurred acquisition fees to our Advisor related to the above properties of approximately $0.4 million for the six months ended June 30, 2016.

Note 4. Pro Forma Financial Information (Unaudited)

The table set forth below summarizes on an unaudited pro forma basis the combined results of operations of the Company for the six months ended June 30, 2016 and 2015 as if the Company’s acquisitions completed during 2015 and 2016 were completed as of January 1, 2015. This pro forma information does not purport to represent what the actual results of operations of the Company would have been for the periods indicated, nor do they purport to predict the results of operations for future periods.


	For the six months ended
	June 30, 2016			June 30, 2015
Pro forma revenue	$	4,335,516		$	3,788,231
Pro forma operating expenses		(5,309,783	)		(5,134,158	)
Pro forma net loss attributable to common stockholders		(3,176,741	)		(3,305,952	)

The pro forma financial information for the six months ended June 30, 2016 and 2015 were adjusted to exclude approximately $0.6 million and $0.3 million, respectively, for acquisition related expenses.

Note 5. Secured Debt

KeyBank Facility

On July 31, 2014, we, through our Operating Partnership and certain property-owning special purpose entities wholly-owned by our Operating Partnership (collectively with the Operating Partnership, the “Borrower”), obtained a senior secured revolving term loan (the “KeyBank Facility”) from KeyBank National Association (“KeyBank”) pursuant to a credit agreement (the “Credit Agreement”) for the purpose of funding real property acquisitions. The maximum amount we could borrow under the KeyBank Facility was initially $20 million. On December 17, 2015, the Borrower entered into an Amendment to the Credit Agreement (“the “Amendment”), whereby KeyBank agreed to lend us up to $40 million total under the KeyBank Facility and we borrowed an additional approximately $20.5 million.

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STRATEGIC STORAGE GROWTH TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016

In addition, the Amendment permitted us to borrow up to an additional $6.25 million (the “Additional Borrowing”) within 120 days following December 17, 2015 (the “Adjustment Period”), for a total potential borrowing amount of $46.25 million during the Adjustment Period. Pursuant to the Amendment, we were required to repay the Additional Borrowing by the end of the Adjustment Period.

On January 6, 2016, we borrowed an additional approximately $8 million to partially fund a self storage facility acquisition.

On March 28, 2016, we amended (the “Third Amendment”) our KeyBank Facility thereby extending the Adjustment Period through June 30, 2016 and eliminating our requirement to make curtailment payments during the Adjustment Period.

During the second quarter of 2016, we made payments totaling $4.3 million on the KeyBank Facility bringing our outstanding balance to $36,647,000 as of June 30, 2016. As such, the Adjustment Period ended, resulting in our interest rate and certain of our covenants being adjusted back to their pre-Adjustment Period levels as described below.

The Borrower has the right to request the KeyBank Facility be increased up to $150 million in minimum increments of $20 million during the first 26 months of the term of the KeyBank Facility.

The KeyBank Facility has an initial term of three years, maturing on July 31, 2017, with two one-year extension options subject to certain conditions outlined further in the Credit Agreement. Payments due pursuant to the KeyBank Facility are interest-only for the first 36 months and a 30-year amortization schedule thereafter. The KeyBank Facility normally bears interest at the Borrower’s option of either (i) LIBOR plus 325 basis points, or (ii) Base Rate plus 225 basis points. Base Rate is the greater of (i) Agent Prime or (ii) the Fed Funds rate plus 0.50%. However, borrowings made during the Adjustment Period incurred interest at the Borrower’s option of either (x) LIBOR plus 375 basis points, or (y) Base Rate plus 275 basis points. The Borrower elected to have LIBOR plus 375 basis points apply to its outstanding borrowing during the Adjustment Period. As of June 30, 2016, the interest rate was approximately 3.7%, which was based on LIBOR plus 325 basis points.

The KeyBank Facility is full recourse, jointly and severally, to Strategic Storage Growth Trust, Inc. and the Borrower and is secured by cross-collateralized first mortgage liens on the Mortgaged Properties (as defined in the Credit Agreement). The KeyBank Facility may be prepaid or terminated at any time without penalty, provided, however, that KeyBank shall be indemnified for any breakage costs associated with any LIBOR borrowings. Pursuant to that certain guaranty dated July 31, 2014 in favor of KeyBank, we serve as a guarantor of all obligations due under the KeyBank Facility.

Under certain conditions, we may cause the release of one or more of the properties serving as collateral for the KeyBank Facility, subject to no default or event of default is then outstanding or would reasonably occur as a result of such release, including compliance with the Pool Debt-Service Coverage Ratio (as defined in the Credit Agreement).

The KeyBank Facility contains a number of other customary terms and covenants, including the following (capitalized terms are as defined in the Credit Agreement): the aggregate borrowing base availability under the KeyBank Facility is limited to the lesser of: (1) 55% of the Pool Value of the properties in the collateral pool, or (2) an amount that would provide a minimum Debt Service Coverage Ratio of no less than 1.35 to 1.0; and we must meet the following financial tests, calculated as of the close of each fiscal quarter: (1) a Total Leverage Ratio of no more than 60%; (2) a Tangible Net Worth not less than (a) $5,937,713, plus (b) 80% of Net Equity Proceeds received after the Effective Date, less (c) any amounts paid for the redemption or retirement of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016

the Preferred Equity Investment; (3) an Interest Coverage Ratio of no less than 1.6 to 1.0 commencing March 31, 2015 increasing to 1.75 to 1.0 for the quarter ended September 30, 2015 and continuing through the quarter ending June 30, 2016 and 1.85 to 1.0 as of September 30, 2016 and on each quarter end thereafter; (4) a Fixed Charge Ratio of no less than 1.6 to 1.0; (5) a ratio of varying rate Indebtedness to total Indebtedness not in excess of 30%; (6) a Loan to Value Ratio of not greater than fifty-five percent (55%); and (7) a Debt Service Coverage Ratio of not less than 1.35 to 1.0.

The Amendment modified certain covenants contained in the Credit Agreement, including the following (capitalized terms are as defined in the Amendment and the Credit Agreement):

•

The aggregate borrowing base availability under the KeyBank Facility was limited to the lesser of: (1) during the Adjustment Period, sixty five percent (65%) of the Pool Value of the Mortgaged Properties, and at all other times fifty-five percent (55%) of the Pool Value of the Mortgaged Properties, or (2) during the Adjustment Period, a loan amount which would provide a Pool Debt Yield of no less than nine percent (9%), and at all other times a loan amount which would provide a minimum Debt Service Coverage Ratio of no less than 1.35 to 1.0.

•

a Total Leverage Ratio no greater than sixty-five percent (65%) during the Adjustment Period and at all other times no greater than sixty percent (60%);

•

an Interest Coverage Ratio of not less than 1.65 to 1.00 during the Adjustment Period, and thereafter 1.75 to 1.00 through the quarter ending June 30, 2016, and increasing to 1.85 to 1.00 as of September 30, 2016 and on each quarter end thereafter;

•

a ratio of (i) the Indebtedness that bears interest at a varying rate of interest or that does not have the interest rate fixed, capped or swapped pursuant to a Hedging Agreement (excluding any such Indebtedness constituting the increased Commitment hereunder during the Adjustment Period) to (ii) the sum of the Indebtedness (excluding the increased Commitment hereunder during the Adjustment Period), not in excess of thirty percent (30%); and

•

during the Adjustment Period, a Loan to Value Ratio of not greater than sixty-five percent (65%) and at all other times a Loan to Value Ratio of not greater than fifty-five percent (55%).

The Amendment allows us to incur a maximum aggregate amount of recourse debt of 15% of our Total Asset Value (as the term is defined in the Amendment) prior to December 31, 2017, and a maximum aggregate amount of 10% of our Total Asset Value thereafter.

On July 31, 2014, our Operating Partnership purchased an interest rate cap with a notional amount of $15 million, such that in no event will our interest rate exceed 5.75% thereon through August 1, 2016. Additionally, this interest rate cap was amended on December 14, 2015 to increase the notional amount to $37 million. Subsequent to June 30, 2016, our Operating Partnership purchased an interest rate cap with a notional amount of $35 million, such that in no event will our interest rate exceed 5.25% thereon through August 1, 2017.

The Baseline Loan

On May 26, 2016, the special-purpose entity (a subsidiary of our Operating Partnership) which acquired and owns our property in Phoenix, Arizona (the “Baseline Property”) entered into a loan agreement for a loan in the amount of approximately $5.1 million (the “Baseline Loan”) with TCF National Bank (“TCF”) as the lender. The Baseline Loan has a maturity date of May 26, 2019, unless extended for up to an additional three years. Payments due under the Baseline Loan are interest-only and due on the first day of each month. The Baseline Loan bears interest at a variable interest rate, beginning at an initial rate of 3.25% per annum, and adjusting monthly to be equal to 2.75% in excess of the LIBOR Rate (as defined in the Baseline Loan agreement), subject to a minimum rate of 3.25% per annum.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016

The Baseline Loan is secured by a first lien deed of trust on the Baseline Property. We may prepay the Baseline Loan at any time, without penalty, in whole or in part. Pursuant to that certain guaranty, dated May 26, 2016, in favor of TCF, Strategic Storage Growth Trust, Inc. provided a guaranty of the Baseline Loan.

The Baseline Loan contains a number of other customary terms and covenants.

Future Principal Requirements

The following table presents the future principal payment requirements on outstanding secured debt as of June 30, 2016:


2016	$	—
2017		36,647,000
2018		—
2019		5,053,000
2020		—
2021 and thereafter		—

Total payments		41,700,000
Non-revolving debt issuance costs, net		(136,004	)

Total	$	41,563,996

Note 6. Preferred Equity

Issuance of Preferred Units by our Operating Partnership

On July 31, 2014, we and our Operating Partnership entered into a Series A Cumulative Redeemable Preferred Unit Purchase Agreement (the “Unit Purchase Agreement”) with the Preferred Investor. Pursuant to the Unit Purchase Agreement, the Preferred Investor agreed to provide up to $18,100,000 through a preferred equity investment in our Operating Partnership (the “Investment”), to be used solely for investments in self storage properties, as described in the underlying documents, in exchange for up to 724,000 Preferred Units, each having a liquidation preference of $25.00 per Preferred Unit (the “Liquidation Amount”), plus all accrued and unpaid distributions.

In addition to the Unit Purchase Agreement, we and our Operating Partnership entered into a Second Amended and Restated Limited Partnership Agreement of the Operating Partnership (the “Second Amended and Restated Limited Partnership Agreement”), and Amended and Restated Amendment No. 1 to the Second Amended and Restated Limited Partnership Agreement (the “First Amendment”). The Second Amended and Restated Limited Partnership Agreement authorized the issuance of additional classes of units of limited partnership interest in the Operating Partnership, established a new series of preferred units of limited partnership interest in the Operating Partnership and set forth other necessary corresponding changes. All other terms of the Second Amended and Restated Limited Partnership Agreement remained substantially the same as the original Limited Partnership Agreement. The First Amendment sets forth key terms of the Preferred Units, some of which are discussed below.

During 2014 and 2015, in a number of transactions, the Preferred Investor invested a total of approximately $17.5 million in our Operating Partnership and was issued approximately 700,000 Preferred Units. On September 23, 2015, we redeemed $1.5 million of the Liquidation Amount of the Preferred Units. On June 29, 2016, we redeemed $1.0 million of the Liquidation Amount of the Preferred Units. As of June 30, 2016, the Preferred Investor had a remaining amount invested of approximately $15.0 million and approximately 600,000 Preferred Units in our Operating Partnership.

The holder of Preferred Units receives current distributions (the “Current Distributions”) at a rate of one-month LIBOR plus 6.5% per annum on the Liquidation Amount, payable monthly and calculated on an actual/360

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016

basis. In addition to the Current Distributions, our Operating Partnership has the obligation to elect either to (A) pay the holder of the Preferred Units additional distributions monthly in an amount that will accrue at the rate of: (i) 4.35% until January 31, 2017; and (ii) thereafter, 6.35% or (B) defer the additional distributions in an amount that will accrue monthly at the rate of (i) for the period until January 31, 2017, LIBOR plus 10.85% and (ii) thereafter, LIBOR plus 12.85% (the “Deferred Distributions”). As of June 30, 2016 and December 31, 2015, we had elected to defer the additional distributions and had accrued approximately $1.4 million and $0.9 million of such distributions, respectively.

The Preferred Units may be redeemed by our Operating Partnership, in whole or in part, at the option of our Operating Partnership at any time. The redemption price (the “Redemption Price”) for the Preferred Units will be equal to: (i) in the event of a partial redemption, the sum of the Liquidation Amount plus all accumulated and unpaid Current Distributions thereon to the date of redemption; and (ii) in the event of the redemption of all outstanding Preferred Units, the sum of the Liquidation Amount plus all accumulated and unpaid Current Distributions and any accumulated Deferred Distributions thereon to the date of redemption. If fewer than all of the outstanding Preferred Units are to be redeemed at the option of our Operating Partnership, the Preferred Units to be redeemed will be determined pro rata or by lot or in such other manner as determined by us, as the general partner of our Operating Partnership to be fair and equitable to all holders of the Preferred Units.

The holder of the Preferred Units may require our Operating Partnership to repurchase the Preferred Units upon the occurrence of any of the following (each an “Optional Repurchase Event” and as defined within the Amendment): (A) a breach of any of the Protective Provisions; (B) an Event of Default; (C) a Change of Control that has not been consented to in accordance with the terms of the Amendment; (D) our failure to qualify as a REIT under the Internal Revenue Code; or (E) the occurrence and continuance of a monetary or a material default beyond any applicable cure period under any of the loan documents for each of the properties in the portfolio. The repurchase price for the Preferred Units will be the Redemption Price.

Note 7. Related Party Transactions

Fees to Affiliates

Our Advisory Agreement with our Advisor and dealer manager agreement (“Dealer Manager Agreement”) with our Dealer Manager, entitle our Advisor and our Dealer Manager to specified fees upon the provision of certain services with regard to the Public Offering and investment of funds in real estate properties, among other services, as well as reimbursement for organizational and offering costs incurred by our Advisor on our behalf and reimbursement of certain costs and expenses incurred by our Advisor in providing services to us. Additionally, the advisory agreement (the “Private Offering Advisory Agreement”) and dealer manager agreement (the “Private Offering Dealer Manager Agreement”) executed in connection with the Private Offering, entitled our Advisor and our Dealer Manager to specified fees upon the provision of certain services with regard to the Private Offering and investment of funds in real estate properties, among other services, as well as reimbursement for organizational and offering costs incurred by our Advisor on our behalf and reimbursement of certain costs and expenses incurred by our Advisor in providing services to us.

Organization and Offering Costs

Organization and offering costs of the Private Offering were paid by our Advisor on our behalf and were reimbursed to our Advisor from the proceeds of our Private Offering pursuant to the Private Offering Advisory Agreement. Organization and offering costs incurred in connection with the Private Offering consisted of all expenses (other than sales commissions and the dealer manager fee) to be paid by us in connection with the Private Offering, including our legal, accounting, printing, mailing and filing fees, charges of our escrow holder and other accountable organization and offering expenses, including, but not limited to, (i) amounts to reimburse our Advisor for all marketing related costs and expenses such as salaries and direct expenses of employees of our Advisor and its affiliates in connection with registering and marketing our shares; (ii) technology costs associated with the Private Offering; (iii) our costs of conducting our training and education meetings; (iv) our costs of attending retail seminars conducted by participating broker-dealers; and (v) payment or reimbursement of bona

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016

fide due diligence expenses. We have incurred and will continue to incur similar organization and offering costs in connection with the Public Offering. Pursuant to the Advisory Agreement, our Advisor must reimburse us within 60 days after the end of the month which the Public Offering terminates to the extent we paid or reimbursed organization and offering costs (excluding sales commissions, dealer manager fees and stockholder servicing fees) in excess of 3.5% of the gross offering proceeds from the Public Offering.

Advisory Agreement

We do not have any employees. Our Advisor is primarily responsible for managing our business affairs and carrying out the directives of our board of directors. Our Advisor receives various fees and expenses under the terms of our Advisory Agreement and the Private Offering Advisory Agreement (which terminated upon commencement of the Advisory Agreement). As discussed above, we are required under our Advisory Agreement to reimburse our Advisor for organization and offering costs from the Public Offering; provided, however, pursuant to the Advisory Agreement, our Advisor will be required to reimburse us within 60 days after the end of the month in which the Public Offering terminates to the extent we paid or reimbursed organization and offering costs (excluding sales commissions, dealer manager fees and stockholder servicing fees) in excess of 3.5% of the gross offering proceeds from the Primary Offering.

The Advisory Agreement also requires our Advisor to reimburse us to the extent that offering expenses, including sales commissions, dealer manager fees, stockholder servicing fees and organization and offering expenses, are in excess of 15% of gross proceeds from the Public Offering. Our Advisor receives acquisition fees equal to 1.75% pursuant to the Advisory Agreement and 1% pursuant to the Private Offering Advisory Agreement, respectively, of the contract purchase price of each property we acquire plus reimbursement of any acquisition expenses incurred by our Advisor. Our Advisor also receives a monthly asset management fee equal to 0.04167%, which is one-twelfth of 0.5%, of our average invested assets, as defined. We also pay our Advisor a financing fee of up to 0.5% of the borrowed amount of a loan for arranging for financing in connection with the acquisition, development or repositioning of our properties. Our Advisor may reallow a portion of the financing fee to a third party in the event such party assisted us in arranging such financing.

Under our Advisory Agreement, our Advisor receives disposition fees in an amount equal to the lesser of (i) one-half of the competitive real estate commission or (ii) 1% of the contract sale price for each property we sell, as long as our Advisor provides substantial assistance in connection with the sale. As provided under the Advisory Agreement, the total real estate commissions paid (including the disposition fee paid to our Advisor) may not exceed the lesser of a competitive real estate commission or an amount equal to 6% of the contract sale price of the property. We also may pay our Advisor or its affiliate a market-based development fee some or all of which may be reallowed to a third party developer. The development fee is paid in connection with properties that we anticipate developing or expanding within 12 months of the acquisition of such properties. A development fee to a third party developer may take the form of an up-front fee and participation in a back-end performance fee. Our Advisor is also entitled to various subordinated distributions under the Second Amended and Restated Limited Partnership Agreement if we (1) list our shares of common stock on a national exchange, (2) terminate our Advisory Agreement (other than a voluntary termination), (3) liquidate our portfolio, or (4) merge with another entity or enter into an Extraordinary Transaction, as defined in the Second Amended and Restated Limited Partnership Agreement.

Our Advisory Agreement provides for reimbursement of our Advisor’s direct and indirect costs of providing administrative and management services to us. Beginning four fiscal quarters after we acquire our first real estate asset, pursuant to the Advisory Agreement, our Advisor is required to pay or reimburse us the amount by which our aggregate annual operating expenses, as defined, exceed the greater of 2% of our average invested assets or 25% of our net income, as defined, unless a majority of our independent directors determine that such excess expenses were justified based on unusual and non-recurring factors. For any fiscal quarter for which total operating expenses for the 12 months then ended exceed the limitation, we will disclose this fact in our next quarterly report or within 60 days of the end of that quarter and send a written disclosure of this fact to our stockholders. In each case the disclosure will include an explanation of the factors that the independent directors considered in arriving at the conclusion that the excess expenses were justified.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016

As of June 30, 2016, we had incurred total operating expenses for the 12 months then ended that exceeded the greater of 2% of our average invested assets or 25% of our net income, as defined, in the four consecutive fiscal quarters then ended by approximately $230,000 (the “Excess Expenses”). On August 8, 2016, our board of directors, including all of the independent directors, determined that there were unusual and non-recurring factors sufficient to justify the Excess Expenses, including but not limited to: (1) the amounts reflect legitimate operating expenses necessary for the operation of our business; (2) we are still in the acquisition and development stage of our operations; (3) the start-up costs associated with our operations, including the expenses associated with being a public company (such as audit and legal services, director and officer liability insurance and fees for directors), are significant and disproportionate to our average invested assets and net income; (4) our average invested assets was low due to us owning between nine and fourteen operating properties during the four fiscal quarter period; and (5) our focus on acquisition of self storage properties that are not yet stabilized.

Dealer Manager Agreement

In connection with our Private Offering, our Dealer Manager received a sales commission of up to 7.0% of gross proceeds from sales in the Private Offering and a dealer manager fee equal to up to 3.75% of gross proceeds from sales in the Private Offering under the terms of the dealer manager agreement for our Private Offering (the “Private Offering Dealer Manager Agreement”). In connection with our Primary Offering, our Dealer Manager receives a sales commission of up to 7.0% of gross proceeds from sales of Class A Shares and up to 2.0% of gross proceeds from the sales of Class T Shares in the Primary Offering and a dealer manager fee up to 3.0% of gross proceeds from sales of both Class A Shares and Class T Shares in the Primary Offering under the terms of the Dealer Manager Agreement. In addition, our Dealer Manager receives an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 1% of the purchase price per share of the Class T Shares sold in the Primary Offering. We will cease paying the stockholder servicing fee with respect to the Class T shares sold in the Primary Offering at the earlier of (i) the date we list our shares on a national securities exchange, merge or consolidate with or into another entity, or sell or dispose of all or substantially all of our assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of both Class A shares and Class T shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our distribution reinvestment plan), which calculation shall be made by us with the assistance of our Dealer Manager commencing after the termination of the Primary Offering; (iii) the fifth anniversary of the last day of the fiscal quarter in which our Primary Offering (i.e., excluding our distribution reinvestment plan offering) terminates; and (iv) the date that such Class T share is redeemed or is no longer outstanding. Our Dealer Manager has entered into participating dealer agreements with certain other broker-dealers which authorizes them to sell our shares. Upon sale of our shares by such broker-dealers, our Dealer Manager re-allows all of the sales commissions and, subject to certain limitations, the stockholder servicing fees paid in connection with sales made by these broker-dealers. Our Dealer Manager may also re-allow to these broker-dealers a portion of their dealer manager fee as marketing fees, reimbursement of certain costs and expenses of attending training and education meetings sponsored by our Dealer Manager, payment of attendance fees required for employees of our Dealer Manager or other affiliates to attend retail seminars and public seminars sponsored by these broker-dealers, or to defray other distribution-related expenses. Our Dealer Manager also receives reimbursement of bona fide due diligence expenses; however, to the extent these due diligence expenses cannot be justified, any excess over actual due diligence expenses will be considered underwriting compensation subject to a 10% FINRA limitation and, when aggregated with all other non-accountable expenses in connection with our Public Offering, may not exceed 3% of gross offering proceeds from sales in the Public Offering.

Affiliated Dealer Manager

Our President and Chief Executive Officer owned, through a wholly-owned limited liability company, a 15% non-voting equity interest in our Dealer Manager through August 31, 2014. Effective August 31, 2014,

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016

SmartStop indirectly owned the 15% non-voting equity interest in our Dealer Manager, pursuant to the Self Administration and Investment Management Transaction. Effective October 1, 2015, in connection with the Merger, the 15% non-voting equity interest in our Dealer Manager is now owned by our Sponsor. An affiliate of our Dealer Manager continues to own a 2.5% non-voting membership interest in our Advisor.

Property Management Agreement

Through September 30, 2015, each of our self storage properties was managed by our Property Manager under separate property management agreements. Under each agreement, our Property Manager received a fee for its services in managing our properties, generally equal to the greater of $3,000 or 6% of the gross revenues from the properties plus reimbursement of the Property Manager’s costs of managing the properties. Reimbursable costs and expenses included wages and salaries and other expenses of employees engaged in operating, managing and maintaining our properties. Our Property Manager also received a one-time fee for each property acquired by us that was managed by our Property Manager in the amount of $3,750. In the event that our Property Manager assisted with the development or redevelopment of a property, we paid a separate market-based fee for such services. In addition, our Property Manager was entitled to a construction management fee equal to 5% of the cost of construction or capital improvement work in excess of $10,000 and an administration fee equal to $0.50 a month for each insurance policy purchased by a tenant at one of our properties in connection with the tenant insurance program. Additionally, each agreement included a non-solicitation provision and a provision regarding the Property Manager’s use of trademarks and other intellectual property owned by SmartStop.

As of October 1, 2015, each of our self storage properties located in the United States are subject to separate property management agreements with our Property Manager, which in turn has entered into sub-property management agreements with Extra Space, which provides on-site management of our properties. Such agreements were entered into effective on October 1, 2015. Under the property management agreements, our Property Manager receives a monthly management fee of $2,500 or 6% of the gross revenues, whichever is greater, plus reimbursement of the Property Manager’s costs of managing the properties. Extra Space agreed to pay up to $25,000 for each property managed toward the signage and set-up costs associated with converting each property to the Extra Space brand (the “Set-Up Amount”). The property management agreements have a three year term and automatically renew for successive one year periods thereafter, unless we or our Property Manager provides prior written notice at least 90 days prior to the expiration of the term. We may terminate a property management agreement without cause at any time during the initial three year term if we pay the Property Manager a termination fee equal to the Set-Up Amount, reduced by 1/36th of the Set-Up Amount for every full month of the term. After the end of the initial three year term, we may terminate a property management agreement on 30 days prior written notice without payment of a termination fee. Our Property Manager may terminate a property management agreement on 60 days prior written notice to us.

The sub-property management agreements between our Property Manager and Extra Space are substantially the same as the property management agreements between us and our Property Manager. Under the sub-property management agreements, our Property Manager pays Extra Space a monthly management fee of $2,500 or 6% of the gross revenues, whichever is greater, plus reimbursement of Extra Space’s costs of managing the properties; provided, however that no management fee is due and payable to Extra Space for the months of January and July each year during the term. Extra Space has the exclusive right to offer tenant insurance to the tenants and is entitled to all of the benefits of such tenant insurance. The sub-property management agreements also have a three year term and automatically renew for successive one year periods thereafter, unless our Property Manager or Extra Space provides prior written notice at least 90 days prior to the expiration of the term. Our Property Manager may terminate the sub-property management agreement without cause at any time during the initial three year term if it pays Extra Space a termination fee equal to the Set-Up Amount, reduced by 1/36th of the Set-Up Amount for every full month of the term. After the end of the initial three year term, our Property Manager may terminate a sub-property management agreement on 30 days prior written notice without payment of a termination fee. Extra Space may terminate a property management agreement on 60 days prior written notice to our Property Manager.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016

In addition, we entered into an agreement with Extra Space and our Property Manager in which we agreed that, subject to certain limitations, our Property Manager will retain Extra Space as sub-property manager for all self storage properties we acquire in the United States that will be managed by our Property Manager. Pursuant to the terms of the agreements described above, the following table summarizes related party costs incurred and paid by us for the year ended December 31, 2015 and the six months ended June 30, 2016, as well as any related amounts payable as of December 31, 2015 and June 30, 2016:


	Year Ended December 31, 2015						Six Months Ended June 30, 2016
	Incurred		Paid		Payable		Incurred		Paid		Payable
Expensed
Operating expenses (including organizational costs)	$	774,212	$	748,513	$	25,699	$	352,131	$	118,121	$	259,709
Asset management fees		180,060		216,308		—		198,121		193,298		4,823
Property management fees⁽¹⁾		378,190		446,336		—		265,991		265,991		—
Acquisition expenses		822,798		775,620		117,075		550,236		488,236		179,075
Debt issuance costs		143,773		41,523		102,250		65,015		142,000		25,265
Capitalized
Debt issuance costs		—		165,542		—		—		—		—
Other assets		20,000		107,405		—		—		—		—
Additional Paid-in Capital
Selling commissions		1,462,535		1,490,534		—		1,589,162		1,589,162		—
Dealer Manager fee		365,634		372,474		5,161		397,290		396,024		6,427
Offering costs		471,519		1,850,917		2,812		168,310		80,604		90,518

Total	$	4,618,721	$	6,215,172	$	252,997	$	3,586,256	$	3,273,436	$	565,817

⁽¹⁾	During the year ended December 31, 2015, and the six months ended June 30, 2016, property management fees include approximately $92,000 and $225,000 of fees paid to the sub-property manager of our properties.

Extra Space Self Storage

In connection with the merger of SmartStop into Extra Space, certain of our executive officers, including H. Michael Schwartz, Paula Mathews, Michael McClure and James Berg, received units of limited partnership interest in Extra Space Storage LP, the operating partnership for Extra Space, in exchange for units of limited partnership of SmartStop Self Storage Operating Partnership, L.P., the operating partnership for SmartStop, owned by such executives.

Tenant Protection Plan

During the first quarter of 2016, in connection with our acquisition of a property located in Canada, our board of directors approved our participation in a tenant protection plan pursuant to which we will receive 50% of the net revenues generated for each tenant protection plan purchased by a customer at our Canadian properties and our Property Manager will receive the other 50% of such net revenues.

Note 8. Commitments and Contingencies

Distribution Reinvestment Plan

We have adopted an amended and restated distribution reinvestment plan that allows both our Class A and Class T stockholders to have distributions otherwise distributable to them invested in additional shares of our Class A and Class T Shares, respectively. As of April 21, 2016, the purchase price per share is equivalent to our estimated value per share of $10.05. We may amend or terminate the amended and restated distribution reinvestment plan for any reason at any time upon 10 days’ prior written notice to stockholders. No sales commissions or dealer manager fee will be paid on shares sold through the amended and restated distribution reinvestment plan. As of June 30, 2016, we had sold approximately 35,000 shares through our distribution reinvestment plan offering for Class A Shares and Class T Shares.

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STRATEGIC STORAGE GROWTH TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016

Share Redemption Program

We adopted a share redemption program that enables stockholders to sell their shares to us in limited circumstances. As long as our common stock is not listed on a national securities exchange or over-the-counter market, our stockholders who have held their stock for at least one year may be able to have all or any portion of their shares of stock redeemed by us. We may redeem the shares of stock presented for redemption for cash to the extent that we have sufficient funds available to fund such redemption.

Our board of directors may amend, suspend or terminate the share redemption program with 30 days’ notice to our stockholders. We may provide this notice by including such information in a Current Report on Form 8-K or in our annual or quarterly reports, all publicly filed with the SEC, or by a separate mailing to our stockholders. The complete terms of our share redemption program are described in our prospectus.

The amount that we may pay to redeem stock for redemptions is the redemption price set forth in the following table which is based upon the number of years the stock is held:


Number Years Held		Redemption Price
Less than 1		No Redemption Allowed
1 or more but less than 3		90.0% of Redemption Amount
3 or more but less than 4		95.0% of Redemption Amount
4 or more		100.0% of Redemption Amount

At any time we are engaged in an offering of shares, the Redemption Amount for shares purchased under our share redemption program will always be equal to or lower than the applicable per share offering price. As long as we are engaged in an offering, the Redemption Amount shall be the lesser of the amount the stockholder paid for their shares or the price per share in the current offering. If we are no longer engaged in an offering, the per share Redemption Amount will be determined by our board of directors. Our board of directors will announce any redemption price adjustment and the time period of its effectiveness as a part of its regular communications with our stockholders. At any time the redemption price during an offering is determined by any method other than the offering price, if we have sold property and have made one or more special distributions to our stockholders of all or a portion of the net proceeds from such sales, the per share redemption price will be reduced by the net sale proceeds per share distributed to investors prior to the redemption date as a result of the sale of such property in the special distribution. Our board of directors will, in its sole discretion, determine which distributions, if any, constitute a special distribution. While our board of directors does not have specific criteria for determining a special distribution, we expect that a special distribution will only occur upon the sale of a property and the subsequent distribution of the net sale proceeds.

Shares received as a stock distribution will be redeemed at a purchase price equivalent to the purchase price of the associated primary share purchase. In addition, the purchase price per share will be adjusted for any stock combinations, splits, recapitalizations and the like with respect to the shares of common stock and reduced by the aggregate amount of net sale or refinance proceeds per share, if any, distributed to the redeeming stockholder prior to the redemption date.

There are several limitations on our ability to redeem shares under the share redemption program including, but not limited to:

•

Unless the shares are being redeemed in connection with a stockholder’s death, “qualifying disability” (as defined under the share redemption program) or bankruptcy, we may not redeem shares until the stockholder has held his or her shares for one year.

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STRATEGIC STORAGE GROWTH TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016

•

During any calendar year, we will not redeem in excess of 5% of the weighted-average number of shares outstanding during the prior calendar year.

•

The cash available for redemption is limited to the proceeds from the sale of shares pursuant to our distribution reinvestment plan.

•

We have no obligation to redeem shares if the redemption would violate the restrictions on distributions under Maryland law, which prohibits distributions that would cause a corporation to fail to meet statutory tests of solvency.

Through June 30, 2016, we had not received any requests for the redemption of shares under our share redemption program. Additionally, as of June 30, 2016, we had issued approximately 35,000 shares under our distribution reinvestment plan.

Operating Partnership Redemption Rights

The limited partners of our Operating Partnership have the right to cause our Operating Partnership to redeem their limited partnership units for cash equal to the value of an equivalent number of our shares, or, at our option, we may purchase their limited partnership units by issuing one share of our common stock for each limited partnership unit redeemed. These rights may not be exercised under certain circumstances that could cause us to lose our REIT election. Furthermore, limited partners may exercise their redemption rights only after their limited partnership units have been outstanding for one year. Our Advisor is prohibited from exchanging or otherwise transferring its limited partnership units so long as our Advisor is acting as our advisor under the Advisory Agreement.

Other Contingencies

From time to time, we are party to legal proceedings that arise in the ordinary course of our business. We are not aware of any legal proceedings of which the outcome is reasonably likely to have a material adverse effect on our results of operations or financial condition, nor are we aware of any such legal proceedings contemplated by governmental authorities.

Note 9. Potential Acquisitions

Pembroke Pines, Florida

On February 8, 2016, one of our subsidiaries executed a purchase and sale agreement with an unaffiliated third party for the acquisition of property that will be developed into a self storage facility located in Pembroke Pines, Florida (the “Pembroke Pines Property”). The Pembroke Pines Property currently consists of a tract of land that will be developed by the seller into a self storage facility. The purchase price for the Pembroke Pines Property is approximately $15.7 million, plus closing costs and acquisition fees. We expect the acquisition of the Pembroke Pines Property to close in the third quarter of 2017 after construction is complete on the self storage facility and a certificate of occupancy has been issued. We expect to fund such acquisition with a combination of net proceeds from our Public Offering and/or through a drawdown on future credit facilities. If we fail to acquire the Pembroke Property, in addition to the incurred acquisition costs, we may also forfeit earnest money as a result.

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STRATEGIC STORAGE GROWTH TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016

Note 10. Selected Quarterly Data (Unaudited)

The following is a summary of quarterly financial information for the periods shown below:


	Three months ended
	June 30, 2015			September 30, 2015			December 31, 2015			March 31, 2016			June 30, 2016
Total revenues	$	1,241,755		$	1,292,224		$	1,371,775		$	2,072,885		$	2,249,591
Total operating expenses		1,619,962			1,836,662			2,159,038			2,979,250			2,954,341
Operating loss		(378,207	)		(544,438	)		(787,263	)		(906,365	)		(704,750	)
Net loss		(590,767	)		(758,800	)		(1,191,825	)		(1,520,001	)		(1,279,833	)
Net loss attributable to the common stockholders		(1,154,918	)		(1,314,402	)		(1,693,559	)		(2,021,593	)		(1,783,520	)
Net loss per Class A share-basic and diluted		(1.36	)		(1.26	)		(0.82	)		(0.63	)		(0.39	)
Net loss per Class T share-basic and diluted		—			—			(0.82	)		(0.63	)		(0.39	)

Note 11. Declaration of Distributions

Cash Distribution Declaration

On June 9, 2016, our board of directors declared a daily distribution in the amount of $0.0010928962 per share on the outstanding shares of common stock, payable to both Class A and Class T stockholders of record of such shares as shown on our books as of the close of business on each day during the period commencing on July 1, 2016 and ending September 30, 2016. Such distributions payable to each stockholder of record during a month will be paid the following month.

Note 12. Subsequent Events

Offering Status

As of August 8, 2016, in connection with our Public Offering we had issued approximately 4,115,000 Class A shares of our common stock and approximately 333,000 Class T Shares of our common stock for gross proceeds of approximately $41.8 million and approximately $3.3 million, respectively.

Preferred Equity

On July 29, 2016, we redeemed an additional $1 million in Liquidation Amount of the Preferred Units, reducing the amount outstanding to approximately $14 million.

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Appendix A
SUBSCRIPTION AGREEMENT
YOUR INITIAL INVESTMENT Make all checks* payable to: “STRATEGIC STORAGE GROWTH TRUST, INC.”
*Cash, cashier’s checks/official bank checks under $10,000, foreign checks, money orders, third party checks, temporary/starter checks, or traveler’s checks are not accepted.
The minimum initial investment is $5,000**. Additional investments (minimum $100).
Investment Amount: $ Existing Account#:
** Unless otherwise described in the prospectus.
Share class selection (required)
Class A Share Class T Share
By Mail – Attach a check made payable to Strategic Storage Growth Trust, Inc.
By Wire – UMB Bank, N.A., 1010 Grand, 4th Floor, Kansas City, MO 64106, ABA# 101000695 Strategic Storage Growth Trust, Inc. Account# 9871879437. When sending a wire, please request that the wire references the subscriber’s name in order to assure the wire is credited to the proper account.
Asset Transfer – Attach a copy of the asset transfer form. Original to be sent to the transferring institution.
Waiver of Commission - Please check this box if you are eligible for a waiver of commission. Waivers of commissions are available for purchases through an affiliated investment advisor, participating Broker-Dealer or its retirement plan, or for a representative of a participating Broker-Dealer or his or her retirement plan or family member(s).
Registered Investment Advisor (RIA): If this box is checked, commission will be waived. All sales of securities must be made through a Broker-Dealer. If an RIA has introduced a sale, the sale must be conducted through (1) the RIA in his or her capacity as a Registered Representative of a Broker-Dealer, if applicable; (2) a Registered Representative of a Broker-Dealer which is affiliated with the RIA, if applicable; or (3) if neither (1) nor (2) is applicable, an unaffiliated Broker-Dealer. (Section 6 must be filled in)
FORM OF OWNERSHIP (Select only one)
Non-Custodial Ownership
Individual Ownership
Joint Tenants with Rights of Survivorship – All parties must sign.
Community Property – All parties must sign.
Tenant In Common – All parties must sign.
Corporate Ownership – Authorized signature required. Include copy of corporate resolution.
S-Corp. C-Corp.
Partnership Ownership – Authorized signature required. Include copy of partnership agreement.
Estate – Authorized representative(s) signature required.
Name of Authorized Representative(s)
Include a copy of the court appointment dated within 90 days.
Trust – Include a copy of the first and last page of the trust. Name of Trustee(s)
Name of Trustee(s)
Transfer on Death – Complete Transfer on Death form to effect designation.
Uniform Gift to Minors Act / Uniform Transfers to Minors Act – Custodian signature required in Section 7.
State of Custodian for
Pension Plan and Profit Sharing Plan (Non-Custodian) – Include a copy of the first and last pages of the plan.
Other – Include a copy of any pertinent documents.
Custodial Ownership (Send completed forms to custodian)
Traditional IRA – Custodian signature required in Section 7.
Simple IRA – Custodian signature required in Section 7.
Roth IRA – Custodian signature required in Section 7.
KEOGH Plan – Custodian signature required in Section 7.
Simplified Employee Pension / Trust (SEP)
Pension / Profit-Sharing Plan / 401k – Custodian signature required in Section 7.
Required for custodial ownership accounts
Name of Custodian, Trustee, or Other Administrator
Mailing Address
City, State & Zip Code
Custodian Information – To be completed by Custodian listed above.
Custodian Tax ID#
Custodian Account #
Custodian Telephone #
Special Instructions
Regular Mail: Strategic Storage Growth Trust, Inc. c/o DST Systems, Inc., P.O. Box 219406, Kansas City, MO 64121-9406
Overnight Mail: Strategic Storage Growth Trust, Inc. c/o DST Systems, Inc., 430 W. 7th Street, Kansas City, MO 64105
Wire Information: UMB Bank, N.A., 1010 Grand, 4th Floor, Kansas City, MO 64106 ABA# 101000695 Account# 9871879437
Investor Services Toll Free Phone Line: 866.418.5144
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ADDRESS INFORMATION
Subscriber Information (All fields must be completed)
Investor
Co-Investor
Investor Social Security Number / Tax ID Number
Co-Investor Social Security Number / Tax ID Number
Birth Date / Articles of Incorporation (MM/DD/YY)
Co-Investor Birth Date (MM/DD/YY)
Please indicate Citizenship Status U.S. Citizen Resident Alien – Country of Origin
Non-resident Alien – Country of Origin
Residence Address (No P.O. Box allowed)
Street Address
City
State
Zip Code
Home Telephone
Business Telephone
Email Address
Mailing Address* (if different from above – P.O. Box allowed)
Street Address City State Zip Code
*If the co-investor resides at another address, please attach that address to the subscription agreement
DISTRIBUTIONS
Complete this section to enroll in the Distribution Reinvestment Plan or to elect to receive distributions by check mailed to you, by check mailed to a third-party or alternate address, or by direct deposit.
Custodial held accounts may only select option 1 or option 5 without the custodian’s approval.
I elect the distribution option(s) indicated below: (Total must equal 100%)
1. Participate in the Distribution Reinvestment Plan (see Prospectus for details) %
2. Check mailed to the residence address set forth in Section 3 above %
3. Check mailed to the mailing address set forth in Section 3 above %
Regular Mail: Strategic Storage Growth Trust, Inc. c/o DST Systems, Inc., P.O. Box 219406, Kansas City, MO 64121-9406
Overnight Mail: Strategic Storage Growth Trust, Inc. c/o DST Systems, Inc., 430 W. 7th Street, Kansas City, MO 64105
Wire Information: UMB Bank, N.A., 1010 Grand, 4th Floor, Kansas City, MO 64106 ABA# 101000695 Account# 9871879437
Investor Services Toll Free Phone Line: 866.418.5144
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4. Check Mailed to Third-Party / Alternate Address %
To direct distributions to a party other than the registered owner, please provide applicable information below.
Name /Entity Name / Financial Institution Account No. Mailing Address
City State Zip Code
5. Sent to Custodian (Custodian held accounts only) %
6. Direct Deposit % Please attach a pre-printed voided check. (Non-Custodian Investors Only)
By signing this agreement, I authorize Strategic Storage Growth Trust, Inc., or its agent, to deposit my distribution to my checking or savings account. This authority will remain in force until I notify Strategic Storage Growth Trust, Inc., or its agent, in writing to cancel it. In the event that Strategic Storage Growth Trust, Inc., or its agent, deposits funds erroneously into my account, they are authorized to debit my account for an amount not to exceed the amount of the erroneous deposit.
Please Attach a Pre-printed Voided Check Here
(The above services cannot be established without a pre-printed voided check.)
Financial Institution:
Your Bank’s ABA Routing Number (1):
Your Bank Account Number (2):
Checking Account Savings Account

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5ELECTRONIC DELIVERY OF REPORTS AND UPDATES
E-
BROKER-DEALER/FINANCIAL ADVISOR INFORMATION (All fields must be completed)
The Financial Advisor must sign below to complete the order. The Financial Advisor hereby warrants that he/she is duly licensed and may lawfully sell shares in the state designated as the investor’s legal residence.
Broker-Dealer Name
Broker-Dealer Mailing Address
City
State
Zip Code
Broker-Dealer CRD Number
Telephone Number
Fax Number
Financial Advisor Firm Name & Branch Number
Financial Advisor Name
Advisor Mailing Address
City
State
Zip Code
Rep ID
Branch Number
Telephone Number
Regular Mail: Strategic Storage Growth Trust, Inc. c/o DST Systems, Inc., P.O. Box 219406, Kansas City, MO 64121-9406
Overnight Mail: Strategic Storage Growth Trust, Inc. c/o DST Systems, Inc., 430 W. 7th Street, Kansas City, MO 64105
Wire Information: UMB Bank, N.A., 1010 Grand, 4th Floor, Kansas City, MO 64106 ABA# 101000695 Account# 9871879437
Investor Services Toll Free Phone Line: 866.418.5144
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E-mail Address
Fax Number
The undersigned confirm on behalf of the Broker-Dealer that they (1) have reasonable grounds to believe that the information and representations concerning the investor identified herein are true, correct and complete in all respects; (2) have discussed such investor’s prospective purchase of shares with such investor; (3) have advised such investor of all pertinent facts with regard to the lack of liquidity and marketability of the shares; (4) have delivered a current Prospectus and related supplements, if any, to such investor; (5) have reasonable grounds to believe that the investor is purchasing these shares for his or her own account; and (6) have reasonable grounds to believe that the purchase of shares is a suitable investment for such investor, that such investor meets the suitability standards applicable to such investor set forth in the Prospectus and related supplements, if any, and that such investor is in a financial position to enable such investor to realize the benefits of such an investment and to suffer any loss that may occur with respect thereto.
X X
Financial Advisor Signature Date State
of Sale Branch Manager Signature
(If required by Broker-Dealer) Date
SUBSCRIBER SIGNATURES
Strategic Storage Growth Trust, Inc. is required by law to obtain, verify and record certain personal information from you or persons on your behalf in order to establish the account. Required information includes name, date of birth, permanent residential address and social security/taxpayer identification number. We may also ask to see other identifying documents. If you do not provide the information, Strategic Storage Growth Trust, Inc. may not be able to open your account. By signing the Subscription Agreement, you agree to provide this information and confirm that this information is true and correct. If we are unable to verify your identity, or that of another person(s) authorized to act on your behalf, or if we believe we have identified potentially criminal activity, we reserve the right to take action as we deem appropriate which may include closing your account.
If you participate in the Distribution Reinvestment Plan or make subsequent purchases of shares of Strategic Storage Growth Trust, Inc., we request that you notify Strategic Storage Growth Trust, Inc. and your Broker-Dealer in writing at any time there is a material change in your financial condition, including failure to meet the minimum income and net worth standards applicable to this offering.
Please separately initial each of the representations below. Except in the case of fiduciary accounts, you may not grant any person a power of attorney to make such representations on your behalf. In order to induce Strategic Storage Growth Trust, Inc. to accept this subscription, I hereby represent and warrant to you as follows:
[ALL ITEMS MUST BE READ AND INITIALED.] Owner Joint Owner/
Custodian

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(1) I have received the final Prospectus of Strategic Storage Growth Trust, Inc.
(2) I have (i) a net worth (exclusive of home, home furnishings and automobiles) of $250,000 or more, or (ii) a net worth (as described above) of at least $70,000 and have a minimum of $70,000 gross annual income, or that I meet the higher suitability requirements imposed by my state of primary residence as set forth in the Prospectus under “SUITABILITY STANDARDS.” I will not purchase additional shares unless I meet those suitability requirements at the time of purchase.
(3) I acknowledge that there is no public market for the shares and, thus, my investment in shares is not liquid.
(4) I am purchasing the shares for my own account or, if I am purchasing shares on behalf of a trust or other entity of which I am trustee or authorized agent, then I represent that I have due authority to execute the Subscription Agreement/Signature Page and do hereby legally bind the trust or other entity of which I am trustee or authorized agent.
5) If I am an Alabama resident, in addition to meeting this company’s general suitability standards, this investment will only be sold to Alabama residents representing that they have a liquid net worth of at least 10 times their investment in the company and its affiliates.
If I am an Iowa resident, I acknowledge that, in addition to meeting this company’s suitability standards, the State of Iowa requires that each investor in such state must (i) have either (a) an annual gross income of at least $100,000 and a net worth of at least $100,000, or (b) a net worth of at least $350,000; and (ii) limit their aggregate investment in this company and in the securities of other non-publicly traded real estate investment trusts (REITs) to 10% of such investor’s liquid net worth. Investors who are accredited investors as defined in Regulation D under the Securities Act of 1933, as amended, are not subject to the foregoing investment concentration limit. “Liquid net worth” is that portion of an investor’s net worth that is comprised of cash, cash equivalents and readily marketable securities.
If I am a Kansas resident, I acknowledge that it is recommended by the office of the Kansas Securities Commissioner that Kansas investors not invest, in the aggregate, more than 10% of their liquid net worth in this and other non-traded REITs. “Liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities.
If I am a Kentucky resident, I acknowledge that investments by residents of the State of Kentucky must not exceed 10% of such investor’s liquid net worth (cash, cash equivalents and readily marketable securities) in this company’s shares or the shares of this company’s affiliates’ non-publicly traded real estate investment trusts.
If I am a Maine resident, I acknowledge that the Maine Office of Securities recommends that an investor’s aggregate investment in this offering and similar direct participation investments not exceed 10% of the investor’s liquid net worth. For this purpose, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities.
If I am a Massachusetts resident, I acknowledge that shares will only be sold to residents of Massachusetts representing that they have a liquid net worth of at least 10 times their investment in this company and other direct participation investments.
If I am a Missouri resident, I acknowledge that in addition to the suitability standard above, no more than ten percent (10%) of any one (1) Missouri investor’s liquid net worth shall be invested in this offering.
If I am a Nebraska resident, I acknowledge that, in addition to meeting this company’s suitability requirements, Nebraska investors must limit their investment in us and in the securities of other similar programs to 10% of such investor’s net worth. An investment by a Nebraska investor that is an accredited investor within the meaning of the Federal securities laws is not subject to the foregoing limitations.
If I am a New Jersey resident, I acknowledge that it is required by the State of New Jersey that New Jersey investors have either (i) a liquid net worth (not including home, furnishings and personal automobiles) of at least $100,000 and an annual gross income of at least $100,000, or (ii) a liquid net worth (not including home, furnishings and personal automobiles) of at least $250,000, and that such investors not invest, in the aggregate, more than 10% of their liquid net worth in an investment in this company, its affiliates, and other direct participation investments. “Liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities. Regular Mail: Strategic Storage Growth Trust, Inc. c/o DST Systems, Inc., P.O. Box 219406, Kansas City, MO 64121-9406
Overnight Mail: Strategic Storage Growth Trust, Inc. c/o DST Systems, Inc., 430 W. 7th Street, Kansas City, MO 64105
Wire Information: UMB Bank, N.A., 1010 Grand, 4th Floor, Kansas City, MO 64106 ABA# 101000695 Account# 9871879437
Investor Services Toll Free Phone Line: 866.418.5144
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If I am a New Mexico resident, I acknowledge that, in addition to meeting this company’s suitability standards, the State of New Mexico requires that each investor in such state limit his or her investment in this company, its affiliates and other non-traded real estate investment programs to not more than 10% of their liquid net worth. “Liquid net worth” is that portion of an investor’s net worth that is comprised of cash, cash equivalents and readily marketable securities.
If I am a North Dakota resident, I acknowledge that shares will only be sold to residents of the State of North Dakota representing that they have a net worth of at least 10 times their investment in this company and that they meet one of this company’s suitability standards.
If I am an Ohio resident, I acknowledge that it shall be unsuitable for an Ohio investor’s aggregate investment in shares of this company, its affiliates, and in other non-traded real estate investment trusts to exceed ten percent (10%) of his or her liquid net worth.
If I am an Oregon resident, I acknowledge that shares will only be sold to residents of the State of Oregon representing that they have a net worth of at least 10 times their investment in this company and its affiliates and that they meet one of this company’s suitability standards.
If I am a Pennsylvania resident, I acknowledge that a Pennsylvania resident’s investment in this company must be no more than 10% of his or her net worth (exclusive of home, furnishings and automobile).
If I am a Tennessee resident, I acknowledge that my investment in this company must not exceed 10% of my liquid net worth (exclusive of home, home furnishings and automobile).
If I am a Vermont resident, I acknowledge that accredited investors in Vermont (within the meaning of Federal securities laws) may invest freely in this offering. In addition to the suitability standards described above, non-accredited Vermont investors may not purchase an amount in this offering that exceeds 10% of the investor’s liquid net worth.
Your sale is not final for five (5) business days after your receipt of the final Prospectus. We will deliver a confirmation of sale to you after your purchase is completed.
TAXPAYER IDENTIFICATION NUMBER OR SOCIAL SECURITY NUMBER CERTIFICATION (required): The investor signing below, under penalties of perjury, certifies that (1) the number shown on this Subscription Agreement is my correct taxpayer identification number (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding because I am exempt from backup withholding, I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien), unless I have otherwise indicated in Section 3 above.

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Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.
I understand that I will not be admitted as a stockholder until my investment has been accepted. Depositing of my check alone does not constitute acceptance. The acceptance process includes, but is not limited to, reviewing the Subscription Agreement for completeness and signatures, conducting an Anti-Money Laundering check as required by the USA PATRIOT Act and depositing funds.
The IRS does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
X X
Signature of Owner or Custodian Date Signature of Joint Owner or Beneficial Owner (if applicable) Date
(MUST BE SIGNED BY CUSTODIAN OR TRUSTEE IF IRA OR QUALIFIED PLAN IS ADMINISTERED BY A THIRD PARTY)
All items on the Subscription Agreement must be completed in order for your subscription to be processed. Subscribers are encouraged to read the Prospectus in its entirety for a complete explanation of an investment in Strategic Storage Growth Trust

Strategic Storage Growth Trust Inactive 424B3Prospectus supplement