Smartstop Self Storage Reit Inc.

03/17/2025 | Press release | Distributed by Public on 03/17/2025 18:36

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Terjung Michael O
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)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Accounting Officer
(Last) (First) (Middle)
10 TERRACE ROAD 		3. Date of Earliest Transaction (Month/Day/Year)
03/13/2025
(Street)
LADERA RANCH, CA 92694 		4. If Amendment, Date Original Filed (Month/Day/Year)
 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 (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
Class A Common Stock 8,569.87(1) D
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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 (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 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
Long-Term Incentive Plan Units(2) $ 0 (2) 03/13/2025 A 3,319.43(3) (3) (3) Class A Common Stock 3,319.43 $ 0 37,283.43(4) D
Long-Term Incentive Plan Units(2) $ 0 (2) 03/17/2025 A 11,056 (5) (5) Class A Common Stock 11,056 $ 0 62,068.87 D
Long-Term Incentive Plan Units(2) $ 0 (2) 03/17/2025 A 10,892 (6) (6) Class A Common Stock 10,892 $ 0 48,175.43 D
Class A-1 Units(7) $ 0 (7) (7) (7) Class A Common Stock 123,766 123,766(8) D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Terjung Michael O
10 TERRACE ROAD
LADERA RANCH, CA 92694 		Chief Accounting Officer

Signatures

/s/ Michael O. Terjung 03/17/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents 8,569.87 shares of Class A Common Stock previously reported as being owned by the Reporting Person.
(2) Represents long-term incentive plan units ("LTIP Units") of SmartStop OP, L.P., the Issuer's operating partnership (the "Operating Partnership"). Vested LTIP Units are convertible into Class A common units of the Operating Partnership ("Class A Common Units"). 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.
(3) Represents LTIP Units previously reported as being owned by the Reporting Person, which LTIP Units were subject to vesting based on the achievement of specified performance measures. Such LTIP Units were reported at 200% of the target number of LTIP Units to be issued upon vesting, or 6,638.85 LTIP Units, on February 4, 2022. The actual number of LTIP Units to be issued upon vesting could range from 0% to 100% of the number of LTIP Units reported based on the actual performance measure achieved. On March 13, 2025, the Compensation Committee of the Issuer's Board of Directors determined that a performance measure had been achieved such that 50% of the number of LTIP Units previously reported, or 3,319.43 LTIP Units, were earned.
(4) Excludes 3,319.42 LTIP Units previously reported as being owned by the Reporting Person that did not vest, as described in Footnote 3.
(5) Represents 11,056 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, 2025, subject to the Reporting Person's continued employment or service through each vesting date.
(6) Represents 10,892 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, 2028.
(7) 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.
(8) Represents 123,766 Class A-1 Units previously reported as being owned by the Reporting Person.
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