SmartStop Self Storage REIT, Inc 8-K, filed Aug 10, 2022
SmartStop Self Storage REIT, Inc. (SMA)
About this 8-K
SmartStop Self Storage REIT, Inc filed this 8-K on August 10, 2022.
Items reported
- Item 3.02: Unregistered sale of equity
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Current Report
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Item 3.02. Unregistered Sales of Equity Securities.
On August 9, 2022, 1,094,434 Class A-2 Units of SmartStop OP, L.P. (the “Operating Partnership”), the operating partnership of SmartStop Self Storage REIT, Inc. (the “Company”), held by an affiliate of Strategic Asset Management I, LLC (f/k/a SmartStop Asset Management, LLC), the former sponsor of the Company, were converted into 1,094,434 Class A-1 Units of the Operating Partnership pursuant to the achievement of the third tier of earnout consideration received in connection with the self administration transaction entered into on June 28, 2019, such third tier also being the final tier for such earnout consideration. As a result, the Operating Partnership no longer has any Class A-2 Units issued or outstanding. Pursuant to the Third Amended and Restated Limited Partnership Agreement, as amended to date, of the Operating Partnership, Class A-1 Units of the Operating Partnership are exchangeable for shares of Class A common stock of the Company. The issuance is not registered under the Securities Act of 1933, as amended (the “Securities Act”) and is being made pursuant to the exemption provided by Section 4(a)(2) of the Securities Act and certain rules and regulations promulgated thereunder. Neither the Class A-1 Units, nor the shares that may be issued upon an exchange of the Class A-1 Units, may be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Signature(s)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SMARTSTOP SELF STORAGE REIT, Inc. |
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Date: August 10, 2022 |
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/s/ James R. Barry |
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James R. Barry |
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Chief Financial Officer and Treasurer |