Sec Form 4 Filing - Schwartz H. Michael @ SmartStop Self Storage REIT, Inc. - 2024-03-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Schwartz H. Michael 2. Issuer Name and Ticker or Trading Symbol SmartStop Self Storage REIT, Inc. [ n/a] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 10 TERRACE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/07/2024 (Street) LADERA RANCH, CA92694 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 483,224 ( 1 ) I See Footnote 1. Class A Common Stock 117,260.79 ( 2 ) I Through Schwartz Family Trust dated September 22, 2003

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class A Common Units ( 3 ) $ 0 ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 116.45 116.45 D Class A Common Units ( 3 ) $ 0 ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 386,173 386,173 ( 4 ) I See Footnote 4. Long-Term Incentive Plan Units ( 5 ) $ 0 ( 5 ) 03/07/2024 A 187,897 ( 6 ) ( 6 ) Class A Common Stock 187,897 $ 0 739,773.16 I Through Schwartz Family Trust dated September 22, 2003 Long-Term Incentive Plan Units ( 5 ) $ 0 ( 5 ) 03/07/2024 A 185,094 ( 7 ) ( 7 ) Class A Common Stock 185,094 $ 0 613,964.21 I Through Schwartz Family Trust dated September 22, 2003 Class A-1 Units ( 8 ) $ 0 ( 8 ) ( 8 ) ( 8 ) Class A Common Stock 9,590,781.71 9,590,781.71 ( 9 ) I See Footnote 9.

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schwartz H. Michael 10 TERRACE ROAD LADERA RANCH, CA92694 X X Chief Executive Officer Signatures /s/ H. Michael Schwartz 03/11/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 483,224 shares of Class A Common Stock owned by SmartStop OP Holdings, LLC ("SOH") previously reported as being owned by the Reporting Person. SOH is indirectly owned and controlled by the Reporting Person. ( 2 )Represents 117,260.79 shares of restricted stock previously reported as being owned by the Reporting Person. ( 3 )Represents Class A common units ("Class A Common Units") of SmartStop OP, L.P., the Issuer's operating partnership (the "Operating Partnership"). Class A Common Units are redeemable by the holder for, at the election of the Issuer, shares of Class A Common Stock of the Issuer on a one-for-one basis or the cash value of such shares. ( 4 )Represents 386,173 Class A Common Units owned by SOH previously reported as being owned by the Reporting Person. ( 5 )Represents long-term incentive plan units ("LTIP Units") of the Operating Partnership. Vested LTIP Units are convertible into Class A Common Units. ( 6 )Represents 187,897 LTIP Units issued to the Reporting Person pursuant to the Issuer's incentive plan, which LTIP Units vest ratably over four years commencing on December 31, 2024, subject to the Reporting Person's continued employment or service through each vesting date. ( 7 )Represents 185,094 LTIP Units issued to the Reporting Person pursuant to the Issuer's incentive plan, 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, the LTIP Units, as adjusted, will vest no later than March 31, 2027. ( 8 )Represents Class A-1 limited partnership units ("Class A-1 Units") of the Operating Partnership. Class A-1 Units are redeemable by the holder for, at the election of the Issuer, shares of Class A Common Stock of the Issuer on a one-for-one basis or the cash value of such shares. ( 9 )Represents 9,590,781.71 Class A-1 Units owned by SOH previously reported as being owned by the Reporting Person.

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.