SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol SmartStop Self Storage REIT, Inc. [ N/A ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 02/01/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class A Common Units(1) | $0(1) | 02/01/2017 | A | 483,197(2) | (1) | (1) | Class A Common Stock | 483,197 | (2) | 483,197(3) | I | See Footnote 2. | |||
Class A Common Units(1) | $0(1) | 01/24/2019 | A | 396,000(4) | (1) | (1) | Class A Common Stock | 396,000 | (4) | 396,073 | I | See Footnote 4. | |||
Class A Common Units(1) | $0(1) | 06/28/2019 | J(5) | 9,900(5) | (1) | (1) | Class A Common Stock | 9,900 | (5) | 386,173 | I | See Footnote 5. |
Explanation of Responses: |
1. Represents Class A common units ("Class A Common Units") of SmartStop OP, L.P., the Issuer's operating partnership (the "Operating Partnership"). Class A Common Units are redeemable by the holder for, at the election of the Issuer, shares of Class A Common Stock of the Issuer on a one-for-one basis or the cash value of such shares. |
2. On February 1, 2017, the Issuer, the Operating Partnership, SST II Toronto Acquisition, LLC, and Strategic Storage Toronto Properties REIT, Inc. ("SS Toronto") entered into an agreement and plan of merger (the "Toronto Merger Agreement") whereby SS Toronto became a wholly-owned subsidiary of the Operating Partnership (the "Toronto Merger"). Pursuant to the Toronto Merger Agreement, the holders of SS Toronto common stock, Strategic 1031, LLC ("Strategic 1031") and SS Toronto REIT Advisors, LLC ("SS Toronto REIT Advisors"), received approximately 483,197 Class A Common Units and $7,300,000 in cash in exchange for their shares of SS Toronto common stock. 483,124 of such Class A Common Units were issued to Strategic 1031, and 73 of such Class A Common Units were issued to SS Toronto REIT Advisors. Strategic 1031 and SS Toronto REIT Advisors are each indirectly owned and controlled by the Reporting Person. |
3. On October 1, 2018, Strategic 1031 exchanged 483,124 Class A Common Units for 483,124 shares of Class A Common Stock. The 483,124 shares of Class A Common Stock have previously been reported as being owned by the Reporting Person. |
4. On January 24, 2019, the Issuer, the Operating Partnership, SST II Growth Acquisition, LLC ("SSGT Merger Sub"), Strategic Storage Growth Trust, Inc. ("SSGT"), and SS Growth Operating Partnership, L.P. ("SSGT OP") entered into an agreement and plan of merger (the "SSGT Merger Agreement") whereby SSGT merged with and into SSGT Merger Sub and SSGT OP merged with and into the Operating Partnership. Pursuant to the SSGT Merger Agreement, the holders of SSGT OP units of partnership interest ("SSGT OP Units"), including SS Growth Advisor, LLC ("SS Growth Advisor"), received approximately 1.127 Class A Common Units per SSGT OP Unit held. As a result, 396,000 Class A Common Units were issued to SS Growth Advisor. SS Growth Advisor is indirectly owned and controlled by the Reporting Person. |
5. On June 28, 2019, SS Growth Advisor conveyed an aggregate of 9,900 Class A Common Units and a sum of cash to two individuals in exchange for such individuals' collective 2.5% non-voting membership interests in SS Growth Advisor. |
/s/ H. Michael Schwartz | 09/03/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |