SmartStop Self Storage REIT, Inc. — Director's Dealing 2023

Feb 23, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SmartStop Self Storage REIT, Inc. (n/a)
CIK: 0001585389
Period of Report: 2023-02-21

Reporting Person: Schwartz H. Michael (Director, Chief Executive Officer, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-21	Long-Term Incentive Plan Units	$0	A	191429	Acquired		Class A Common Stock (191429)	Indirect
2023-02-21	Long-Term Incentive Plan Units	$0	A	188572	Acquired		Class A Common Stock (188572)	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 (116.45)	116.45	Direct
Class A Common Units	$0		Class A Common Stock (386173)	386173	Indirect
Class A-1 Units	$0		Class A Common Stock (9590781.71)	9590781.71	Indirect

Footnotes

F1: Represents 483,224 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.

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 386,173 Class A Common Units owned by SOH previously reported as being owned 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 191,429 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, 2023, subject to the Reporting Person's continued employment or service through each vesting date.

F7: Represents 188,572 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, 2026.

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 9,590,781.71 Class A-1 Units owned by SOH previously reported as being owned by the Reporting Person.