SmartStop Self Storage REIT, Inc. — Director's Dealing 2022

Jun 29, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SmartStop Self Storage REIT, Inc. (N/A)
CIK: 0001585389
Period of Report: 2022-06-28

Reporting Person: Barry James R. (CFO and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-06-28	Class A Common Stock	F	810.96	$14.63	Acquired	11126.1	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Long-Term Incentive Plan Units	$0		Class A Common Stock (31728.48)	31728.48	Direct
Long-Term Incentive Plan Units	$0		Class A Common Stock (15651.75)	15651.75	Direct
Class A-1 Units	$0		Class A Common Stock (123766)	123766	Direct

Footnotes

F1: Represents the number of shares being withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and net settlement of restricted stock previously reported as being owned by the Reporting Person.

F2: 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.

F3: Represents 31,728.48 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. 8,250.8 LTIP Units were granted on April 22, 2020, 12,096.8 LTIP Units were granted on April 19, 2021, and 11,380.88 LTIP Units were granted on February 2, 2022.

F4: Represents 15,651.75 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, 8,064.5 LTIP Units, as adjusted, will vest no later than March 31, 2024 and 7,587.25 LTIP Units, as adjusted, will vest no later than March 31, 2025.

F5: Represents 123,766 Class A-1 limited partnership units ("Class A-1 Units") of the Operating Partnership previously reported as being owned by the Reporting Person. 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.