Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
SmartStop Self Storage REIT, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
N/A
(CUSIP Number)
October 29, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. N/A | Schedule 13G | Page 1 of 8 |
| 1 |
Names of Reporting Persons
Extra Space Storage Inc. | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ | |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Maryland | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
18,761,726 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
18,761,726 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
18,761,726 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
17.5% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. N/A | Schedule 13G | Page 2 of 8 |
| 1 |
Names of Reporting Persons
ESS Holdings Business Trust I | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ | |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Massachusetts | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
18,761,726 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
18,761,726 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
18,761,726 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
17.5% | |||||
| 12 | Type of Reporting Person
OO | |||||
| CUSIP No. N/A | Schedule 13G | Page 3 of 8 |
| 1 |
Names of Reporting Persons
Extra Space Storage LP | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ | |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
18,761,726 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
18,761,726 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
18,761,726 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
17.5% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. N/A | Schedule 13G | Page 4 of 8 |
| ITEM 1. (a) | Name of Issuer: |
SmartStop Self Storage REIT, Inc. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
10 Terrace Road, Ladera Ranch, CA 92694.
| ITEM 2. (a) | Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
Extra Space Storage Inc.
ESS Holdings Business Trust I
Extra Space Storage LP
| (b) | Address or Principal Business Office: |
The principal business address of each of the Reporting Persons is 2795 East Cottonwood Parkway, Suite 300, Salt Lake City, UT 84121.
| (c) | Citizenship of each Reporting Person is: |
Extra Space Storage Inc. was established under the laws of the State of Maryland. ESS Holdings Business Trust I was established under the laws of the Commonwealth of Massachusetts. Extra Space Storage LP was established under the laws of the State of Delaware.
| (d) | Title of Class of Securities: |
Class A Common Stock, par value $0.001 per share (“Class A Common Stock”).
| (e) | CUSIP Number: |
N/A
| ITEM 3. |
|
Not applicable.
| ITEM 4. | Ownership. |
(a-c)
| CUSIP No. N/A | Schedule 13G | Page 5 of 8 |
The ownership information presented below represents beneficial ownership of the shares of Class A Common Stock as of the date hereof, based upon 88,533,905 shares of Class A Common Stock outstanding as of November 7, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2023. The information below assumes the conversion of the Series A Convertible Preferred Stock, $0.001 par value (“Series A Convertible Preferred Stock”) of the Issuer held by the Reporting Persons into shares of Class A Common Stock.
| Reporting Person | Amount beneficially owned |
Percent of class: |
Sole power to vote or to direct the vote: |
Shared power to vote or to direct the vote: |
Sole of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
| Extra Space Storage Inc. |
18,761,726 | 17.5 | % | 0 | 18,761,726 | 0 | 18,761,726 | |||||||||||||||||
| ESS Holdings Business Trust I |
18,761,726 | 17.5 | % | 0 | 18,761,726 | 0 | 18,761,726 | |||||||||||||||||
| Extra Space Storage LP |
18,761,726 | 17.5 | % | 0 | 18,761,726 | 0 | 18,761,726 | |||||||||||||||||
Extra Space Storage LP is the beneficial owner of 18,761,726 shares of Class A Common Stock underlying 200,000 shares of Series A Convertible Preferred Stock. Extra Space Storage Inc. has the power to appoint the trustees of ESS Holdings Business Trust I, which is the general partner of Extra Space Storage LP. As a result of these relationships, each of the Reporting Persons may be deemed to beneficially own the securities reported herein.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| CUSIP No. N/A | Schedule 13G | Page 6 of 8 |
| ITEM 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
| CUSIP No. N/A | Schedule 13G | Page 7 of 8 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2024
| EXTRA SPACE STORAGE INC. | ||
| By: | /s/ Gwyn McNeal | |
| Name: | Gwyn McNeal | |
| Title: | Executive Vice President and Chief Legal Officer | |
| ESS HOLDINGS BUSINESS TRUST I | ||
| By: | /s/ Gwyn McNeal | |
| Name: | Gwyn McNeal | |
| Title: | Trutee | |
| EXTRA SPACE STORAGE LP | ||
| By: ESS Holdings Business Trust I, its General Partner | ||
| By: | /s/ Gwyn McNeal | |
| Name: | Gwyn McNeal | |
| Title: | Trustee | |
| CUSIP No. N/A | Schedule 13G | Page 8 of 8 |
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| 99 | Joint Filing Agreement. | |
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 14th day of February, 2024.
| EXTRA SPACE STORAGE INC. | ||
| By: | /s/ Gwyn McNeal | |
| Name: | Gwyn McNeal | |
| Title: | Executive Vice President and Chief Legal Officer | |
| ESS HOLDINGS BUSINESS TRUST I | ||
| By: | /s/ Gwyn McNeal | |
| Name: | Gwyn McNeal | |
| Title: | Trustee | |
| EXTRA SPACE STORAGE LP | ||
| By: ESS Holdings Business Trust I, its General Partner | ||
| By: | /s/ Gwyn McNeal | |
| Name: | Gwyn McNeal | |
| Title: | Trustee | |