Sec Form 4 Filing - Schwartz H. Michael @ SmartStop Self Storage REIT, Inc. - 2025-04-03

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Schwartz H. Michael
2. Issuer Name and Ticker or Trading Symbol
SmartStop Self Storage REIT, Inc. [ SMA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
10 TERRACE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
04/03/2025
(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
Common Stock 04/03/2025 P 18,000 ( 1 ) A $ 30 18,000 I See Footnote 1.
Class A Common Stock 120,805.97 ( 2 ) ( 4 ) I See Footnote 2.
Class A Common Stock 29,315.15 ( 3 ) ( 4 ) 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 ( 5 ) $ 0 ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 29.11 29.11 ( 4 ) I Through Schwartz Family Trust dated September 22, 2003
Class A Common Units ( 5 ) $ 0 ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 96,543.26 96,543.26 ( 4 ) ( 6 ) I See Footnote 6.
Long-Term Incentive Plan Units ( 7 ) $ 0 ( 7 ) ( 8 ) ( 8 ) Class A Common Stock 233,791.29 233,791.29 ( 4 ) ( 8 ) I Through Schwartz Family Trust dated September 22, 2003
Long-Term Incentive Plan Units ( 7 ) $ 0 ( 7 ) ( 9 ) ( 9 ) Class A Common Stock 192,600.19 192,600.19 ( 4 ) ( 9 ) I Through Schwartz Family Trust dated September 22, 2003
Class A-1 Units ( 10 ) $ 0 ( 10 ) ( 10 ) ( 10 ) Class A Common Stock 2,397,695.44 2,397,695.44 ( 4 ) ( 11 ) I See Footnote 11.
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Schwartz H. Michael
10 TERRACE ROAD
LADERA RANCH, CA92694
X Chief Executive Officer
Signatures
/s/ H. Michael Schwartz 04/04/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 18,000 shares of common stock acquired pursuant to an issuer directed allocation in connection with the Issuer's underwritten public offering, indirectly owned by Churchill TRI LLC, a Nevada limited liability company, which is 50% owned by The H. Michael Schwartz 2011 Irrevocable Trust and 50% owned by The Holly Breaux Schwartz 2011 Irrevocable Trust.
( 2 )Represents 120,805.97 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.
( 3 )Represents 29,315.15 shares of Class A Common Stock previously reported as being owned by the Reporting Person.
( 4 )Includes securities previously reported as being owned by the Reporting Person adjusted for the one-for-four reverse stock split of the Issuer's issued and outstanding shares of Class A Common Stock and the one-for-four reverse unit split of the Operating Partnership's (as defined below) issued and outstanding partnership units (collectively, the "Reverse Equity Splits"). As a result of the Reverse Equity Splits, every four shares of the Issuer's Class A Common Stock and every four of the Operating Partnership's partnership units were automatically changed into one issued and outstanding share of Class A Common Stock or partnership units, as applicable, rounded to the nearest 1/1000th share or partnership unit.
( 5 )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.
( 6 )Represents 96,543.26 Class A Common Units owned by SOH previously reported as being owned by the Reporting Person.
( 7 )Represents long-term incentive plan units ("LTIP Units") of the Operating Partnership. Vested LTIP Units are convertible into Class A Common Units.
( 8 )Represents 233,791.29 LTIP Units previously reported as being owned by the Reporting Person. The LTIP Units vest ratably over four years commencing on December 31, 2025, subject to the Reporting Person's continued employment or service through each vesting date.
( 9 )Represents 192,600.19 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.
( 10 )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.
( 11 )Represents 2,397,695.44 Class A-1 Units owned by SOH previously reported as being owned by the Reporting Person.

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