11/14/2025 | Press release | Distributed by Public on 11/14/2025 16:26
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FORM 4
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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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Long-Term Incentive Plan Units(2) | $ 0 (2) | (3) | (3) | Common Stock | 29,319 | 29,319(3) | D | ||||||||
| Long-Term Incentive Plan Units(2) | $ 0 (2) | (4) | (4) | Common Stock | 11,820.99 | 11,820.99(4) | D | ||||||||
| Long-Term Incentive Plan Units(2) | $ 0 (2) | (5) | (5) | Common Stock | 9,515.65 | 9,515.65(5) | D | ||||||||
| Class A-1 Units(6) | $ 0 (6) | (6) | (6) | Common Stock | 12,376.50 | 12,376.50(7) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Look Nicholas 10 TERRACE ROAD LADERA RANCH, CA 92694 |
General Counsel and Secretary | |||
| /s/ Nicholas Look | 11/14/2025 | |
| **Signature of Reporting Person | Date |
| * | 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) | Includes shares of Common Stock previously reported as being owned by the Reporting Person, less .34 shares of Common Stock that were redeemed by the Issuer in connection with a fractional share redemption conducted by the Issuer with respect to its outstanding Common Stock as of July 30, 2025. |
| (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 common units of the Operating Partnership ("Common Units"). Common Units are redeemable by the holder for, at the election of the Issuer, shares of the Issuer's Common Stock on a one-for-one basis or the cash value of such shares. |
| (3) | Represents 29,319 LTIP Units issued to the Reporting Person pursuant to the Issuer's incentive plan, which LTIP Units vest ratably over four years commencing on the first anniversary of the issuance thereof, subject to the Reporting Person's continued employment or service through each vesting date. |
| (4) | Represents 11,820.99 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. |
| (5) | Represents 9,515.65 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. |
| (6) | Represents Class A-1 limited partnership units ("Class A-1 Units") of the Operating Partnership. Class A-I Units are redeemable by the holder for, at the election of the Issuer, shares of Common Stock of the Issuer on a one-for-one basis or the cash value of such shares. |
| (7) | Represents 12,376.50 Class A-1 Units previously reported as being owned by the Reporting Person. |