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): January 1824, 2019

Strategic Storage Growth Trust, Inc.

(SST II Growth Acquisition, LLC as successor by merger to Strategic Storage Growth Trust, Inc.)

(Exact name of registrant as specified in its charter)

Commission File Number: 000-55616


Maryland		46-2335760
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

10 Terrace Road, Ladera Ranch, California 92694

(Address of principal executive offices, including zip code)

(877) 327-3485

(Registrant’s telephone number, including area code)

None

(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:

☐	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 52.0701. ~~Submission~~Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders.~~Assets

AReference ~~special~~is ~~meeting~~made ofto ~~stockholders~~that certain Agreement and Plan of Merger (the “Merger Agreement”) by and among Strategic Storage Growth Trust, Inc., a Maryland corporation (the “Registrant”), ~~was~~SS ~~held~~Growth onOperating ~~January 18~~Partnership, ~~2019~~L.P., a Delaware limited partnership (~~the~~“SSGT OP”), Strategic Storage Trust II, Inc., a Maryland corporation (“SST II”), Strategic Storage Operating Partnership II, L.P., a Delaware limited partnership (“~~Special~~SST ~~Meeting~~II OP”), and SST II Growth Acquisition, LLC, a Maryland limited liability company (“Merger Sub”).

~~Set~~Pursuant ~~forth~~to ~~below~~the ~~are~~terms ~~the~~and ~~voting~~conditions ~~results~~set ~~for~~forth in the ~~proposals~~Merger ~~considered~~Agreement, ~~and~~on ~~voted~~January 24, ~~upon~~2019: at(i) SST II acquired the ~~Special~~Registrant ~~Meeting,~~by ~~each~~way of ~~which~~a ismerger ~~described~~of inthe ~~further~~Registrant ~~detail~~with inand into Merger Sub, with Merger Sub being the ~~definitive~~surviving ~~proxy~~entity ~~statement~~(the ~~filed~~“REIT byMerger”); and (ii) immediately after the ~~Registrant~~REIT Merger, SSGT OP merged with and into SST II OP, with SST II OP continuing as the ~~Securities~~surviving entity and ~~Exchange~~a ~~Commission~~subsidiary onof ~~November 26~~SST II (the “Partnership Merger” and, ~~2018:~~together with the REIT Merger, the “Mergers”).

~~Proposal~~At 1:the Toeffective ~~approve~~time of the ~~merger~~REIT Merger (the “REIT Merger Effective Time”), each share of the Registrant’s ~~with~~common ~~and~~stock, ~~into~~par value ~~SST~~$0.001 IIper ~~Growth~~share ~~Acquisition,~~(the ~~LLC~~“Common Stock”), aoutstanding ~~Maryland limited~~immediately ~~liability~~prior ~~company~~to (“the REIT Merger ~~Sub”),~~Effective aTime ~~wholly-~~(other than shares owned ~~subsidiary~~by ofthe ~~Strategic~~Registrant ~~Storage~~and ~~Trust~~its subsidiaries or SST II, ~~Inc~~and its subsidiaries) was automatically converted into the right to receive an amount in cash equal to $12.00, awithout ~~Maryland~~interest ~~corporation~~and less any applicable withholding taxes (the “~~SST~~Merger IIConsideration”),. ~~pursuant~~Immediately prior to the ~~Agreement~~REIT ~~and~~Merger ~~Plan~~Effective ~~of Merger~~Time, ~~dated~~all asshares of ~~October 1,~~Common ~~2018,~~Stock ~~among~~that ~~the~~were ~~Registrant,~~subject SSto ~~Growth~~vesting ~~Operating~~and ~~Partnership,~~other ~~L.P.,~~restrictions aalso ~~Delaware~~became ~~limited~~fully ~~partnership,~~vested ~~SST~~and ~~II,~~converted ~~Strategic~~into ~~Storage~~the ~~Operating~~right ~~Partnership~~to ~~II,~~receive ~~L.P.,~~the aMerger ~~Delaware~~Consideration ~~limited~~upon ~~partnership,~~the ~~and~~REIT Merger. ~~Sub~~The Merger Consideration is expected to be paid to the Registrant’s stockholders within 10 business days of the closing of the Mergers.

Votes For		Votes Against		Votes Abstained
15,321,049		262,018		499,572

At the effective time of the Partnership Merger (the “Partnership Merger Effective Time”), each outstanding unit of partnership interest in SSGT OP (“OP Units”) was converted automatically into 1.127 units of partnership interest in SST II OP (the “Partnership Merger Consideration”).

*The ~~numbers~~description of the REIT Merger, the Partnership Merger and the Merger Agreement contained in this Item 2.01 is a summary and is subject to and qualified in its entirety by reference to the ~~table~~Merger ~~are~~Agreement, ~~rounded~~which was filed as Exhibit 2.1 to the ~~nearest~~Current ~~share~~Report on Form 8-K filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on October 2, 2018, and is incorporated by reference herein.

~~Proposal~~Item 2:3.03. ToMaterial ~~approve~~Modification ~~the~~to ~~adjournment~~Rights of ~~the~~Security ~~Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger.~~ Holders

~~There~~The ~~were~~information ~~sufficient~~set ~~votes~~forth atin ~~the Special Meeting to approve Proposal 1, such that Proposal~~ Item 2.01 ~~was~~is ~~withdrawn~~incorporated ~~and~~by ~~not~~reference ~~submitted~~into tothis ~~the Registrant’s stockholders for approval at the Special Meeting~~Item 3.03.

~~Item~~Upon ~~8.01.~~the ~~Other~~REIT ~~Events~~Merger Effective Time, each holder of shares of Common Stock issued and outstanding immediately prior to the REIT Merger Effective Time ceased to have any rights as a stockholder of the Registrant (other than the right of the holders of Common Stock to receive the Merger Consideration).

AsUpon ~~described~~the inPartnership ~~Item~~Merger ~~5.07~~Effective ~~above~~Time, ~~the~~each ~~Registrant’s~~holder ~~stockholders~~of ~~approved~~OP ~~the~~Units ~~Merger~~issued onand ~~January~~outstanding ~~18,~~immediately ~~2019.~~prior ~~Subject~~ to the ~~satisfaction~~Partnership orMerger ~~waiver~~Effective Time ceased to have any rights as a holder of ~~all~~OP ~~closing~~Units ~~conditions,~~(other than the ~~Registrant~~right ~~expects~~of the ~~Merger~~holders toof ~~close~~OP onUnits orto ~~about~~receive ~~January~~the ~~24,~~Partnership ~~2019~~Merger Consideration).

Item 5.01.

Change in Control of Registrant

The information set forth in Item 2.01 is incorporated by reference into this Item 5.01.

As a result of the completion of the REIT Merger, a change in control of the Registrant occurred, and Merger Sub, as successor by merger to the Registrant, continued as a subsidiary of SST II. As a result of the completion of the Partnership Merger, a change in control of SSGT OP occurred, and SST II OP, as the surviving entity in the Partnership Merger, continued as a subsidiary of SST II.

Forward-Looking Statements

Statements about the expected timing, ~~completion and effects~~ of ~~the~~certain ~~Merger~~events and ~~the other transactions contemplated by the merger agreement and~~ all other statements in this report and the exhibits furnished or filed herewith, other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” or other similar words. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements.

All forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. ~~The~~In ~~Registrant~~addition, ~~may not be able to complete~~ the ~~proposed~~forward-looking ~~transaction~~statements onrepresent the ~~terms~~Registrant’s ~~described above~~views oras ~~other acceptable terms or at all because~~ of ~~a number of factors, including without limitation,~~ the ~~following:~~date ~~(i)~~on ~~the~~which ~~occurrence~~such ofstatements ~~any~~were made. ~~event,~~The ~~change~~Registrant oranticipates ~~other circumstances~~ that ~~could~~subsequent ~~give~~events ~~rise~~and todevelopments ~~the~~may ~~termination~~cause ofits ~~the~~views ~~merger agreement; (ii) the failure satisfy the closing conditions~~ to ~~the~~change. ~~Merger;~~These ~~(iii)~~forward-looking ~~risks~~statements ~~related~~should tonot ~~disruption~~be ofrelied ~~management’s~~upon ~~attention~~as ~~from~~representing the Registrant’s ~~ongoing~~views ~~business~~as ~~operations~~of ~~due~~any todate ~~the~~subsequent ~~transaction;~~to ~~and (iv)~~ the ~~effect of the announcement of~~date ~~the~~hereof. ~~Merger~~The onRegistrant ~~the~~expressly ~~ability~~disclaims ofa ~~the~~duty ~~parties~~ to ~~retain~~provide ~~and~~updates ~~hire~~to ~~key~~forward-looking ~~personnel~~statements, ~~maintain~~whether ~~relationships~~as ~~with~~a ~~their~~result ~~customers~~of ~~and~~new ~~suppliers~~information, ~~and~~future ~~maintain~~events ~~their~~or ~~operating~~other ~~results and business generally~~occurrences.

Actual results may differ materially from those indicated by such forward-looking statements. In addition, the forward-looking statements represent the Registrant’s views as of the date on which such statements were made. The Registrant anticipates that subsequent events and developments may cause its views to change. These forward-looking statements should not be relied upon as representing the Registrant’s views as of any date subsequent to the date hereof. Additional factors that may affect the business or financial results of the Registrant are described in the risk factors included in the Registrant’s filings with the SEC, including the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which factors are incorporated herein by reference. The Registrant expressly disclaims a duty to provide updates to forward-looking statements, whether as a result of new information, future events or other occurrences.

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.

		STRATEGIC STORAGE GROWTH TRUST, INC.
		SST II GROWTH ACQUISITION, LLC, as successor by merger to Strategic Storage Growth Trust, Inc.
Date: January 18, 2019	By:	/s/ Michael O. Terjung
Date: January 24, 2019		By:	Strategic Storage Trust II, Inc., its Manager
		Michael O. Terjung
			By:	/s/ H. Michael Schwartz
		Chief Financial Officer
				H. Michael Schwartz Chief Executive Officer

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