H. Michael Schwartz - 09 Dec 2021 Form 4 Insider Report for SmartStop Self Storage REIT, Inc. (SMA)

Role: Chief Executive Officer, Director
Signature: /s/ H. Michael Schwartz
Issuer symbol: SMA
Transactions as of: 09 Dec 2021
Net transactions value: $0
Form type: 4
Filing time: 09 Dec 2021, 19:56:13 UTC
Previous filing: 30 Jun 2021
Next filing: 04 Feb 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	SMA	Class A Common Stock						483,224	09 Dec 2021	See Footnote 1.	F1
holding	SMA	Class A Common Stock						117,261	09 Dec 2021	Through Schwartz Family Trust dated September 22, 2003	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SMA	Class A-1 Units	Other		-1,435,683	-15%		8,150,547	09 Dec 2021	Class A Common Stock	1,435,683	$0.000000	See Footnote 9.	F8, F9
holding	SMA	Class A Common Units						386,173	09 Dec 2021	Class A Common Stock	386,173	$0.000000	See Footnote 4.	F3, F4
holding	SMA	Long-Term Incentive Plan Units						252,329	09 Dec 2021	Class A Common Stock	252,329	$0.000000	Through Schwartz Family Trust dated September 22, 2003	F5, F6
holding	SMA	Long-Term Incentive Plan Units						168,219	09 Dec 2021	Class A Common Stock	168,219	$0.000000	Through Schwartz Family Trust dated September 22, 2003	F5, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents 100 shares of Class A Common Stock owned by SmartStop OP Holdings, LLC ("SOH") and 483,124 shares of Class A Common Stock owned by Strategic 1031, LLC ("Strategic 1031") previously reported as being owned by the Reporting Person. SOH and Strategic 1031 are each indirectly owned and controlled by the Reporting Person.
F2	Represents 117,260.79 shares of restricted stock previously reported as being owned by the Reporting Person.
F3	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.
F4	Represents 386,100 Class A Common Units owned by SS Growth Advisor, LLC ("SS Growth Advisor") and 73 Class A Common Units owned by SS Toronto REIT Advisors, LLC ("SS Toronto REIT Advisors") previously reported as being owned by the Reporting Person. SS Growth Advisor and SS Toronto REIT Advisors are each indirectly owned and controlled by the Reporting Person.
F5	Represents long-term incentive plan units ("LTIP Units") of the Operating Partnership. Vested LTIP Units are convertible into Class A Common Units.
F6	Represents 252,328.8 LTIP Units previously reported as being owned by the Reporting Person. The LTIP Units vest ratably over a four-year period commencing on December 31 of the year of grant, subject to the Reporting Person's continued employment or service through each vesting date. 103,135.3 LTIP Units were granted on April 22, 2020, and 149,193.5 LTIP Units were granted on April 19, 2021.
F7	Represents 168,219.3 LTIP Units previously reported as being owned by the Reporting Person, which number is equal to 200% of the target number of LTIP Units to be issued upon vesting. The actual number of LTIP Units to be issued upon vesting can range from 0% to 100% of the number of LTIP Units reported, based on achievement of specified performance measures. Assuming the achievement of the specified performance measures, 68,756.9 LTIP Units, as adjusted, will vest no later than March 31, 2023, and 99,462.4 LTIP Units, as adjusted, will vest no later than March 31, 2024.
F8	Represents Class A-1 limited partnership units ("Class A-1 Units") of the Operating Partnership. Class A-1 Units are redeemable by the holder for, at the election of the Issuer, shares of Class A Common Stock of the Issuer on a one-for-one basis or the cash value of such shares.
F9	On December 9, 2021, 1,435,683 Class A-1 Units were assigned from SOH to SmartStop Asset Management, LLC ("SAM") and were immediately thereafter assigned to SS Asset Management Holdings, LLC ("SSAMH"). SOH, SAM, and SSAMH are each owned and controlled by the Reporting Person. Simultaneously, on December 9, 2021, in a series of related transactions, SSAMH distributed 1,435,683 Class A-1 Units to various individuals in exchange for the complete redemption of equity interests in SSAMH.