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

Mar 31, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SmartStop Self Storage REIT, Inc. (N/A)
CIK: 0001585389
Period of Report: 2022-03-29

Reporting Person: Schwartz H. Michael (Director, Chief Executive Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-29	Class A-1 Units	$0	C	345801	Acquired		Class A Common Stock (345801)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	483224	Indirect
Class A Common Stock	117260.79	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Common Units	$0		Class A Common Stock (386173)	386173	Indirect
Long-Term Incentive Plan Units	$0		Class A Common Stock (360447.16)	360447.16	Indirect
Long-Term Incentive Plan Units	$0		Class A Common Stock (240298.21)	240298.21	Indirect

Footnotes

F1: Represents 100 shares of Class A Common Stock owned by SmartStop OP Holdings, LLC ("SOH") and 483,124 shares of Class A Common Stock owned by Strategic 1031, LLC ("Strategic 1031") previously reported as being owned by the Reporting Person. SOH and Strategic 1031 are each indirectly owned and controlled by the Reporting Person.

F2: Represents 117,260.79 shares of restricted stock previously reported as being owned by the Reporting Person.

F3: 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.

F4: Represents 386,100 Class A Common Units owned by SS Growth Advisor, LLC ("SS Growth Advisor") and 73 Class A Common Units owned by SS Toronto REIT Advisors, LLC ("SS Toronto REIT Advisors") previously reported as being owned by the Reporting Person. SS Growth Advisor and SS Toronto REIT Advisors are each indirectly owned and controlled by the Reporting Person.

F5: Represents long-term incentive plan units ("LTIP Units") of the Operating Partnership. Vested LTIP Units are convertible into Class A Common Units.

F6: Represents 360,447.16 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.

F7: Represents 240,298.21 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.

F8: 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.

F9: Represents 345,801 Class A-1 Units received by SOH upon the conversion of certain Class A-2 limited partnership units ("Class A-2 Units") of the Operating Partnership held by SOH in accordance with the satisfaction of the earn-out terms of the Class A-2 Units.