CubeSmart

Regulatory Filings • Mar 3, 2023

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 3, 2023

CUBESMART

CUBESMART, L.P.

(Exact Name of Registrant as Specified in Its Charter)

Maryland (CubeSmart) Delaware (CubeSmart, L.P.)	001-32324 000-54462	20-1024732 34-1837021
(State
or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5 Old Lancaster Road Malvern ,

Pennsylvania

19355

(Address of Principal

Executive Offices)

( 610 ) 535-5000

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Shares, $0.01 par value per share, of CubeSmart	CUBE	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging Growth Company (CubeSmart) ¨

Emerging Growth Company (CubeSmart, L.P.) ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

CubeSmart ¨

CubeSmart, L.P. ¨

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Co-Registrant CIK	0001300485
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant DocumentPeriodEndDate	2023-03-03
Co-Registrant Address Line One	5 Old Lancaster Road
Co-Registrant City or Town	Malvern
Co-Registrant State	Pennsylvania
Co-Registrant Zipcode	19355
Co-Registrant City Area Code	610
Co-Registrant Local Phone No.	535-5000
Co-Registrant Written Communications	false
Co-Registrant Solicitating Materials	false
Co-Registrant PreCommencement Tender Offer	false
Co-Registrant PreCommencement Issuer Tender Offer	false

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Explanatory Note

The purpose of this Current Report on Form 8-K is to file an opinion of Troutman Pepper Hamilton Sanders LLP relating to the legality of CubeSmart’s (the “Company”) common shares of beneficial interest, par value $0.01 per share, and an opinion of Troutman Pepper Hamilton Sanders LLP relating to certain tax matters, each in connection with the Company’s filing of a prospectus supplement dated March 3, 2023. A copy of each opinion of Troutman Pepper Hamilton Sanders LLP is filed herewith as Exhibit 5.1 and Exhibit 8.1, respectively, to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
5.1	Opinion of Troutman Pepper Hamilton Sanders LLP, dated as of March 3, 2023, as to legality
8.1	Opinion of Troutman Pepper Hamilton Sanders LLP, dated as of March 3, 2023, as to certain tax matters
23.1	Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit 5.1).
23.2	Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit 8.1).
104	Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

By:	/s/ Jeffrey P. Foster
Name:	Jeffrey P. Foster
Title:	Chief Legal Officer and Secretary
Date: March 3, 2023
CUBESMART, L.P.
By CUBESMART, its general partner
By:	/s/ Jeffrey P. Foster
Name:	Jeffrey P. Foster
Title:	Chief Legal Officer and Secretary
Date: March 3, 2023

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