UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

~~Current~~CURRENT ~~Report~~REPORT ~~Pursuant~~PURSUANT ~~To Section 13 or 15(d) of the Securities Exchange Act of 1934~~TO

~~Date~~SECTION 13 ofOR ~~Report~~ 15(~~Date of earliest event reported~~d)~~: October~~ ~~14,~~OF ~~2014~~THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 31, 2014 (October 30, 2014)

CUBESMART

CUBESMART, L.P.

(Exact Name of Registrant as Specified in Its Charter)

Maryland (CubeSmart)	001-32324	20-1024732
Maryland (CubeSmart) Delaware (CubeSmart, L.P.)	001-32324 000-54662	20-1024732 34-1837021
Delaware (CubeSmart, L.P.)	000-54662	34-1837021
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

5 Old Lancaster Road

Malvern, PAPennsylvania 19355

(Address of Principal Executive Offices)

(610) 535-~~5700~~5000

(Registrant’s telephone number, including area code)

Not ~~Applicable~~applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 12.0102 ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

On October 1430, 2014, CubeSmart, ~~a Maryland real estate investment trust~~ (the “Company”), ~~and~~announced ~~CubeSmart,~~its ~~L.P.,~~financial aresults ~~Delaware~~for ~~limited partnership (~~the ~~“Operating~~three ~~Partnership”), executed~~ and ~~delivered~~nine anmonths ~~Underwriting~~ended ~~Agreement~~September ~~(the “Underwriting Agreement”)~~30, ~~by and among the Company, the Operating Partnership, and Barclays Capital Inc~~2014. A ~~and~~copy ~~Jefferies LLC (the “Underwriters”) relating to the issue and sale by the Company (the “Offering”)~~ of ~~7,475,000 common shares of beneficial interest of~~ the Company,’s ~~$0.01~~earnings ~~par~~press ~~value~~release ~~per~~is ~~share~~furnished ~~(the~~as ~~“Common Shares”)~~Exhibit 99.1 ~~The Common Shares sold include 975,000 common shares of the Company issued and sold pursuant~~ to ~~the~~this ~~Underwriters’~~Current ~~exercise~~Report ~~in full of their option to purchase such additional shares under the Underwriting Agreement. The Offering was completed~~ on ~~October~~Form ~~20, 2014~~8-K.

~~Pursuant~~Item to the Underwriting Agreement, the Company and the Operating Partnership have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute payments that the Underwriters may be required to make because of any of those liabilities7.01 ~~The~~Regulation ~~Underwriting~~FD ~~Agreement contains customary representations and covenants~~Disclosure.

The ~~Underwriting~~information ~~Agreement~~included isin ~~filed~~this asCurrent Report on Form 8-K (including Exhibit 199.1 hereto,) ~~and~~shall not be deemed “filed” for the ~~description~~purposes of Section 18 of the ~~material~~Securities ~~terms~~Exchange Act of 1934, as amended (the ~~Underwriting~~“Exchange ~~Agreement~~Act”), inor ~~this~~otherwise ~~Item~~subject ~~1.01~~to isthe ~~qualified~~liabilities inof ~~its~~that ~~entirety~~section, nor shall it be deemed incorporated by reference tointo ~~such~~any ~~Exhibit~~filing made by the Company under the Exchange Act or the Securities Act of 1933, ~~which~~as isamended, ~~incorporated~~except ~~herein~~as shall be expressly set forth by specific reference in such a filing.

The Company ~~received~~believes ~~net~~that ~~proceeds~~certain ofstatements ~~approximately~~in ~~$143.0~~the ~~million~~information ~~from~~attached ~~the~~as ~~Offering~~Exhibit 99.1 ~~The~~may ~~Company~~constitute ~~intends~~“forward-looking tostatements” ~~contribute~~within the ~~net~~meaning ~~proceeds~~of ~~from~~ the ~~offering~~Private toSecurities ~~the~~Litigation ~~Operating~~Reform ~~Partnership~~Act inof ~~exchange~~1995. ~~for~~These ~~partnership~~statements ~~units~~are ofmade on the ~~Operating~~basis ~~Partnership~~of ~~having~~management’s ~~identical~~views ~~economic~~and ~~terms.~~assumptions ~~The~~regarding ~~Operating~~future ~~Partnership~~events ~~intends~~and tobusiness ~~use~~performance as of the ~~net~~time ~~proceeds~~the statements are made. Actual results may differ materially from ~~the~~those ~~Offering~~expressed ~~for~~or ~~general~~implied. ~~business~~Information ~~purposes,~~concerning ~~including,~~factors ~~without~~that ~~limitation,~~could ~~facility~~cause ~~acquisitions,~~actual ~~developments,~~results ~~joint~~to ~~ventures,~~differ ~~capital~~materially ~~expenditures,~~from ~~working~~those ~~capital~~in ~~and~~forward-looking ~~other~~statements ~~general~~is ~~corporate~~contained ~~purposes~~from time to time in the Company’s filings with the Securities and Exchange Commission.

~~The~~Item ~~Common Shares are being offered and sold pursuant to the Company’s automatic shelf registration statement on Form S-3 (Registration No~~9. ~~333-194661)~~01 ~~(the~~Financial ~~“Registration~~Statements ~~Statement”) filed with the Securities~~ and ~~Exchange Commission (the “SEC”) on March 18, 2014, which became effective immediately upon filing~~Exhibits. ~~The terms of the Common Shares are described in the Company’s final prospectus dated October 14, 2014.~~

In(a) Not ~~connection with the filing of the Underwriting Agreement, the Company and the Operating Partnership are filing on Exhibits 5~~applicable.~~1 and 8.1 to this Current Report on Form 8-K the opinion of its counsel.~~

~~This~~(b) Not Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdictionapplicable.

~~Item~~(c) Not 8applicable.~~01 Other Information.~~

On(d) Exhibits. ~~October 15,~~The ~~2014,~~following ~~the~~exhibit ~~Company~~is ~~issued~~being afurnished ~~press~~herewith ~~release~~to ~~announcing~~this ~~the~~Current ~~pricing~~Report ofon ~~its offering of the Common Shares, a copy of which is furnished as Exhibit~~Form 998-K.~~1 hereto.~~

As previously disclosed in our Current Report on Form 8-K, filed on August 25, 2014, the Operating Partnership entered into an Agreement for Purchase and Sale with certain limited liability companies controlled by HSRE REIT I and HSRE REIT II, each Maryland real estate investment trusts (collectively, the “Sellers”), to acquire 26 self-storage facilities for an aggregate purchase price of $223.0 million plus customary closing costs. The HSRE Acquisition will close in two tranches. We have completed our due diligence on all of the facilities and expect to close the first tranche of 22 facilities no later than November 3, 2014. We expect to close on the remaining four facilities no later than March 31, 2015.

Exhibit

No.

Description

99.1

CubeSmart Earnings Press Release, dated October 30, 2014, announcing the financial results for the three and nine months ended September 30, 2014

2SIGNATURES

~~Item~~Pursuant ~~9.01.~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~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.

(d) Exhibits

	CUBESMART

	By:		/s/ Timothy M. Martin
	Name:	Timothy M. Martin
	Title:	Chief Financial Officer


	CUBESMART L.P.

	By:		/s/ Timothy M. Martin
	Name:	Timothy M. Martin
	Title:	Chief Financial Officer

Date: October 31, 2014

Exhibit No.		Description
1.1		Underwriting Agreement, dated October 14, 2014, by and among CubeSmart, CubeSmart, L.P. and Barclays Capital Inc. and Jefferies LLC.
5.1		Opinion of Pepper Hamilton LLP regarding the legality of the shares offered.
8.1		Opinion of Pepper Hamilton LLP with respect to certain tax matters.
23.1		Consent of Pepper Hamilton LLP (included in Exhibit 5.1).
23.2		Consent of Pepper Hamilton LLP (included in Exhibit 8.1).
99.1		Press Release, dated October 15, 2014.

EXHIBIT INDEX

Exhibit

No.

Description

99.1

CubeSmart Earnings Press Release, dated October 30, 2014, announcing the financial results for the three and nine months ended September 30, 2014

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	CubeSmart
	By:	/s/ Jeffrey P. Foster
		Jeffrey P. Foster
		Senior Vice President, Chief Legal Officer & Secretary
	CubeSmart, L.P.
	By: CubeSmart, its general partner
	By:	/s/ Jeffrey P. Foster
		Jeffrey P. Foster
		Senior Vice President, Chief Legal Officer & Secretary
Date: October 20, 2014

EXHIBIT INDEX

Exhibit No.		Description
1.1		Underwriting Agreement, dated October 14, 2014, by and among CubeSmart, CubeSmart, L.P. and Barclays Capital Inc. and Jefferies LLC.
5.1		Opinion of Pepper Hamilton LLP regarding the legality of the shares offered.
8.1		Opinion of Pepper Hamilton LLP with respect to certain tax matters.
23.1		Consent of Pepper Hamilton LLP (included in Exhibit 5.1).
23.2		Consent of Pepper Hamilton LLP (included in Exhibit 8.1).
99.1		Press Release, dated October 15, 2014.

Filing Compare · CubeSmart, L.P.