Sec Form 4 Filing - Terjung Michael O @ SmartStop Self Storage REIT, Inc. - 2024-03-07

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Terjung Michael O
2. Issuer Name and Ticker or Trading Symbol
SmartStop Self Storage REIT, Inc. [ n/a]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Accounting Officer
(Last) (First) (Middle)
10 TERRACE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/07/2024
(Street)
LADERA RANCH, CA92694
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 8,569.87 ( 1 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Long-Term Incentive Plan Units ( 2 ) $ 0 ( 2 ) 03/07/2024 A 10,631 ( 3 ) ( 3 ) Class A Common Stock 10,631 $ 0 51,012.87 D
Long-Term Incentive Plan Units ( 2 ) $ 0 ( 2 ) 03/07/2024 A 10,474 ( 4 ) ( 4 ) Class A Common Stock 10,474 $ 0 40,602.85 D
Class A-1 Units ( 5 ) $ 0 ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 123,766 123,766 ( 6 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Terjung Michael O
10 TERRACE ROAD
LADERA RANCH, CA92694
Chief Accounting Officer
Signatures
/s/ Michael O. Terjung 03/11/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 8,569.87 shares of restricted stock previously reported as being owned by the Reporting Person.
( 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 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.
( 3 )Represents 10,631 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, 2024, subject to the Reporting Person's continued employment or service through each vesting date.
( 4 )Represents 10,474 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, 2027.
( 5 )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.
( 6 )Represents 123,766 Class A-1 Units previously reported as being owned by the Reporting Person.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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