UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~September~~October 291, 2015

SmartStop Self Storage, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-53644

Maryland

32-0211624

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

111 Corporate Drive, Suite 120, Ladera Ranch, California 92694

(Address of principal executive offices, including zip code)

(877) 327-3485

(Registrant’s telephone number, including area code)

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):

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

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

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

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

~~Item~~Introductory ~~5.07.~~Note ~~Submission of Matters to a Vote of Security Holders.~~

AOn ~~special~~June 15, ~~meeting~~2015, ofSmartStop ~~the stockholders~~Self ofStorage, Inc. (“SmartStop”), SmartStop Self Storage Operating Partnership, L.P. (“SmartStop OP”), Extra Space Storage Inc. (~~the~~ “~~Company~~Extra Space”), ~~was~~Extra ~~held~~Space onStorage ~~September 29~~LP (“Extra Space OP”), ~~2015~~Edgewater REIT Acquisition (~~the~~MD) LLC (“~~Meeting~~Merger Sub I”). Asand Edgewater Partnership Acquisition (DE) LLC (“Merger Sub II”) entered into a definitive Agreement and Plan of ~~August 4~~Merger, ~~2015,~~as ~~the~~amended ~~record~~by ~~date~~Amendment ~~for~~No. 1 ~~the~~on ~~Meeting~~July 16, ~~there~~2015 ~~were~~(the ~~58,378,397~~“Merger ~~shares~~Agreement”). ofThis ~~the~~Current ~~Company’s common~~Report ~~stock~~on ~~outstanding~~Form ~~and~~8-K ~~entitled~~is being tofiled ~~vote~~in atconnection with the ~~Meeting.~~completion Aon ~~quorum~~October 1, ~~was~~2015 ~~present~~of atthe transactions contemplated by the ~~Meeting~~Merger Agreement.

~~Set~~Item ~~forth~~2.01. ~~below~~Completion ~~are the voting results for the proposals considered and voted upon at the Meeting, each~~ of ~~which~~Acquisition ~~is described in further detail in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on August 4, 2015, as may be amended~~ or ~~supplemented~~ ~~from~~Disposition ~~time~~of ~~to time:~~ Assets.

~~Proposal~~The 1:information Toprovided ~~approve~~in the ~~merger~~Introductory ~~(the~~Note ~~“Company Merger”)~~ of ~~the~~this ~~Company~~Current ~~with~~Report and into Edgewater REIT Acquisition (MD) LLC (“Merger Sub I”), an affiliate of Extra Space Storage Inc. (“Extra Space”), the Agreement and Plan of Merger, dated as of June 15, 2015, as amended by Amendment No. 1 on ~~July 16, 2015~~Form ~~(the~~8-K ~~“Merger~~is ~~Agreement”),~~incorporated by ~~and~~reference ~~among the Company, SmartStop Self Storage Operating Partnership, L~~herein.~~P.,~~ ~~Extra Space, Extra Space Storage LP, a Delaware limited partnership, Merger Sub I and Edgewater Partnership Acquisition (DE) LLC, and the other transactions contemplated by the Merger Agreement.~~

Votes For		Votes Against		Abstentions
33,245,019.2381		316,373.8510		787,592.2730

Completion of Acquisition by Extra Space

~~Proposal~~Pursuant to the terms and conditions set forth in the Merger Agreement, on October 1, ~~was~~2015: ~~approved~~(i) Extra Space acquired SmartStop by way of a merger of SmartStop with and into Merger Sub I, with Merger Sub I being the surviving entity (the “Company’s ~~stockholders~~Merger”), as(ii) immediately after the ~~number~~Company ofMerger, ~~votes~~but inbefore ~~favor~~the ofPartnership ~~Proposal~~Merger 1(as defined herein), Merger ~~constituted~~Sub I transferred (the ~~affirmative~~“Transfer”) ~~vote~~certain of its limited partnership units of SmartStop OP to a ~~majority~~subsidiary of Extra Space, and (iii) immediately after the ~~Company’s~~Transfer, ~~outstanding~~Merger ~~shares~~Sub ofII ~~common~~merged ~~stock~~with ~~entitled~~and tointo ~~vote~~SmartStop OP, with SmartStop OP continuing as the surviving entity and a wholly-owned subsidiary of Extra Space OP (the ~~record~~“Partnership ~~date~~Merger” ~~for~~and, together with the ~~Meeting~~Company Merger, the “Mergers”).

~~Proposal~~At 2:the Toeffective ~~approve,~~time onof anthe ~~advisory~~Company Merger (~~non-binding~~the “Company Merger Effective Time”), ~~basis~~each share of common stock, $0.001 par value per share, of the ~~compensation~~Company ~~that~~(the ~~may~~“Common ~~become~~Stock”) ~~payable~~issued and outstanding immediately prior to the Company’s ~~principal executive~~Merger ~~officer,~~Effective ~~principal~~Time ~~financial~~was ~~officer~~automatically ~~and~~converted into the ~~three~~right ~~most~~to ~~highly~~receive ~~compensated~~an ~~executive~~amount ~~officers~~in ~~other~~cash ~~than~~equal to $13.75 per share, without interest and less any applicable withholding taxes (the ~~principal~~“Merger ~~executive~~Consideration”). ~~officer~~All shares of Common Stock that were subject to vesting and ~~principal~~other ~~financial~~restrictions ~~officer~~also inbecame ~~connection~~fully ~~with~~vested and converted into the ~~Company~~right to receive the Merger Consideration.

Votes For		Votes Against		Abstentions
29,605,627.6951		2,465,786.3640		2,277,571.3030

At the effective time of the Partnership Merger (the “Partnership Merger Effective Time”), each operating partnership unit of SmartStop OP (“OP Unit”) issued and outstanding immediately prior to the Partnership Merger Effective Time (other than OP Units owned by Merger Sub I as the surviving company in the Company Merger) was automatically converted into the right to receive $13.75 per share, without interest and less any applicable withholding taxes, unless the holder of such OP Unit was an “accredited investor” as defined by Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and made a valid election to receive common partnership units of Extra Space OP in lieu of cash, with each unit held by such SmartStop OP unit holder being converted into the right to receive 0.2031 common operating partnership units of Extra Space OP, including the right to receive cash in lieu of any fractional interests in such units.

~~Proposal~~The 2description ~~was~~of ~~approved by~~ the Company’s ~~stockholders~~Merger, asthe Partnership Merger and the ~~number~~Merger ofAgreement ~~votes~~contained in ~~favor~~this ofItem 2.01 ~~Proposal~~does 2not purport to be ~~constituted~~complete and is subject to and qualified in its entirety by reference to the ~~affirmative~~Merger ~~vote~~Agreement, ofwhich awas ~~majority~~filed ofas Exhibit 2.1 to the ~~votes~~Current ~~cast~~Report on Form 8-K filed by the ~~proposal~~Company with the Securities and Exchange Commission (the “SEC”) on June 15, 2015, and is incorporated by reference herein.

~~Proposal~~Sale ~~3: To approve the adjournment~~ of ~~the special~~Excluded ~~meeting,~~Assets ~~if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the special meeting to approve the Company Merger and the Merger Agreement.~~

~~There~~In ~~were~~connection ~~sufficient~~with ~~votes~~the atMerger ~~the~~Agreement, ~~Meeting~~immediately prior to ~~approve~~the ~~Proposal~~Company 1Merger Effective Time, ~~such~~SmartStop ~~that~~and ~~Proposal~~SmartStop 3OP ~~was~~sold ~~withdrawn~~certain ~~and~~assets identified by Extra Space as being not ~~submitted~~complementary towith the ~~Company~~Extra Space asset portfolio. The assets sold (the “Excluded Assets”) include the following: (i) all of the membership interests in SSTI Canada Acquisitions, LLC, which is the indirect owner of SmartStop’s Canadian properties; (ii) all of the membership interests in SSTI Ladera Land, LLC, which is the owner of the 3.585 acre tract of vacant land located in Ladera Ranch, California; ~~stockholders~~(iii) SmartStop’s ~~for~~indirect ~~approval~~1.492% atinterest in Montgomery County, DST and (iv) all of the ~~Meeting~~membership interests of SmartStop Asset Management, LLC, Strategic Capital Markets Group, LLC, Entreprises SSTI Canada TRS Inc. and SSPM Canada, LLC, together with all intellectual property associated therewith.

~~Item~~The 7description of the sale of the Excluded Assets contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the asset purchase agreements relating to the sale of the Excluded Assets, which were filed as Exhibits 2.3 ~~Regulation~~through FD2.6 ~~Disclosure~~to the Current Report on Form 8-K filed by the Company with the SEC on June 15, 2015, and are incorporated by reference herein.

OnItem ~~September 29,~~3.03. ~~2015,~~Material ~~the~~Modification ~~Company~~to ~~issued~~Rights ~~a press release announcing the results~~ of ~~the~~Security ~~voting at the Meeting, a copy of which is attached hereto as Exhibit 99~~Holders.~~1 and is incorporated herein by reference.~~

The information ~~contained in this Item 7.01 disclosure, including Exhibit 99.1 and the information~~ set forth ~~therein,~~above ~~shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing~~ under ~~the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing~~Item 2.01 ~~The furnishing~~ of ~~the information in~~ this Current Report on Form 8-K is ~~not~~incorporated ~~intended to, and does not, constitute a representation that such furnishing is required~~ by ~~Regulation~~reference FDinto ~~or that the information contained in~~ this ~~Current Report on Form 8-K constitutes material investor information that is not otherwise publicly available~~Item 3. 03.

~~Item~~Upon ~~9.01.~~the ~~Financial~~Company ~~Statements~~Merger Effective Time, each holder of shares of Common Stock issued and ~~Exhibits~~outstanding immediately prior to the Company Merger Effective Time ceased to have any rights as a stockholder of the Company (other than the right of the holders of Common Stock to receive the Merger Consideration).

Upon the Partnership Merger Effective Time, each holder of OP Units issued and outstanding immediately prior to the Partnership Merger Effective Time ceased to have any rights as a holder of OP Units (d)other ~~Exhibits~~than the right of the holders of OP Units to receive the cash consideration therefor or, in lieu of receiving the cash consideration, common partnership units of Extra Space OP).

Exhibit		Description of Exhibit
99.1		Press Release issued by SmartStop Self Storage, Inc., dated September 29, 2015.

Item 5.01.

Change in Control of Registrant.

The information set forth above under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. As a result of the completion of the Company Merger, a change in control of SmartStop occurred, and Merger Sub I, as successor by merger to SmartStop, continued as an indirect wholly-owned subsidiary of Extra Space OP. As a result of the completion of the Partnership Merger, a change in control of SmartStop OP occurred, and SmartStop OP, as the surviving entity in the Partnership Merger, continued as an indirect wholly-owned subsidiary of Extra Space OP.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 1, 2015, in connection with the consummation of the Mergers and pursuant to the terms of the Merger Agreement, each of the officers and directors of the Company resigned from their positions as officers and directors of the Company, at the Company Merger Effective Time. These resignations were not a result of any disagreements between the Company and the resigning officers and directors on any matter relating to the Company’s operations, policies or practices.

SIGNATURE

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

Date: September 29, 2015

SMARTSTOP SELF STORAGE, INC.

Date: October 1, 2015

SMARTSTOP SELF STORAGE, INC.

/s/ Michael S. McClure

Michael S. McClure,

Executive Vice President and Chief Financial Officer

Filing Compare · SmartStop Self Storage, Inc.