UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

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

WASHINGTON, DC 20549

FORM 8-K

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

~~Date~~ SECTION of13 ~~Report~~OR 15(~~Date of earliest event reported~~d): ~~October 26,~~OF ~~2015~~THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 6, 2015 (November 5, 2015)

CUBESMART

CUBESMART, L.P.

(Exact Name Ofof Registrant Asas Specified Inin Its Charter)

Maryland (CubeSmart)		001-32324	20-1024732
Maryland (CubeSmart)Delaware (CubeSmart, L.P.)	001-32324 000-54462	20-102473234-1837021
Delaware (CubeSmart, L.P.)		000-54462	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, Pennsylvania 19355 (Address of Principal Executive Offices)

(Address of Principal Executive Offices)

(610) 535-5000

(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 Results ~~Entry~~of ~~into~~Operations aand ~~Material~~Financial ~~Definitive Agreement~~Condition.

On ~~October 26~~November 5, 2015, CubeSmart, ~~L.P.~~ (the “~~Operating Partnership~~Company”) ~~and~~announced ~~CubeSmart~~its ~~(the~~financial ~~“Company”)~~results ~~completed~~for the ~~issuance~~three and ~~sale of $250 million aggregate principal amount of the Operating Partnership’s 4.000% senior notes due November~~nine ~~15,~~months ~~2025~~ended ~~(the~~September ~~“Notes”) and the Company’s related full and unconditional guarantee of the payment of principal~~30, ~~the make-whole premium, if any, and interest on the Notes (the “Guarantee”)~~ 2015. A ~~The~~copy ~~net proceeds to the Operating Partnership from the sale~~ of the ~~Notes, after deducting the underwriters~~Company’s ~~discount~~earnings ~~and~~press ~~offering~~release ~~expenses~~is ~~payable~~furnished byas ~~the~~Exhibit ~~Company, are estimated to be approximately $247~~99.21 ~~million. The Operating Partnership intends~~ to ~~use the net proceeds from~~ this ~~offering~~Current toReport ~~repay~~on ~~all~~Form of the outstanding indebtedness incurred under the unsecured revolving portion of its credit facility and for working capital and other general corporate purposes, which may include repayment or repurchase of other indebtedness8-K.

The Notes were issued under the indenture, dated as of September 16, 2011 (the “Indenture”), as supplemented by the Third Supplemental Indenture dated as of October 26, 2015 (the “Third Supplemental Indenture”), among the Company, the Operating Partnership and U.S. Bank National Association, as trustee. The Indenture previously was filed with the Securities and Exchange Commission (the “Commission”) on September 16, 2011, as Exhibit 4.5 to the Company’s and the Operating Partnership’s registration statement on Form S-3 (File No. 333-176885) (as the same may be amended and/or supplemented, the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), and is incorporated into this Item 17.01 Regulation byFD ~~this reference~~Disclosure. ~~The Third Supplemental Indenture is being filed with the Commission as Exhibit~~ 4.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference. A copy of the form of Notes and a copy of the form of Guarantee are filed herewith as Exhibits 4.2 and 4.3, respectively, and incorporated into this Item 1.01 by reference.

The ~~Notes~~information ~~will~~included ~~accrue~~in ~~interest~~this atCurrent Report on Form 8-K (including Exhibit 99.1 hereto) shall not be deemed “filed” for the ~~rate~~purposes of ~~4.000%~~Section ~~per~~18 ~~annum~~of the Securities Exchange Act of 1934, ~~with~~as ~~interest~~amended ~~payable~~(the in“Exchange ~~cash~~Act”), ~~semi-annually~~or inotherwise ~~arrears~~subject onto ~~each~~the ~~May 15~~liabilities ~~and~~of ~~November 15~~that section, ~~commencing~~nor ~~May 15,~~shall ~~2016.~~it ~~The~~be ~~Notes~~deemed ~~will~~incorporated ~~mature~~by onreference ~~November 15~~into any filing made by the Company under the Exchange Act or the Securities Act of 1933, ~~2025~~as amended, except as shall be expressly set forth by specific reference in such a filing.

The ~~Notes~~Company ~~are~~believes ~~senior~~that ~~unsecured~~certain ~~indebtedness~~statements ofin the ~~Operating~~information ~~Partnership,~~attached ~~ranking~~as ~~equally~~Exhibit in99.1 ~~right~~may constitute “forward-looking statements” within the meaning of ~~payment~~the ~~with~~Private ~~all~~Securities Litigation Reform Act of 1995. These statements are made on the ~~Operating~~basis ~~Partnership~~of management’s ~~other~~views ~~unsecured~~and ~~unsubordinated~~assumptions ~~indebtedness~~regarding ~~from~~future ~~time~~events toand business performance as of the time ~~outstanding. The~~the ~~Notes~~statements are ~~effectively~~made. ~~subordinated~~Actual results may differ materially from those expressed or implied. Information concerning factors that could cause actual results to ~~the~~differ ~~indebtedness~~materially ~~and~~from ~~other~~those ~~liabilities~~in offorward-looking statements is contained from time to time in the ~~consolidated~~Company’s ~~subsidiaries~~filings ofwith the ~~Operating~~Securities ~~Partnership~~and Exchange Commission.

~~The~~ Item ~~Operating~~9.01 Financial ~~Partnership~~Statements ~~may redeem the Notes, at any time~~ and from time to time, prior to August 15, 2025 (the “Par Call Date”), in whole or in part, at a make-whole redemption price equal to the greater of (i) 100% of the principal amount of the Notes then outstanding to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any accrued or unpaid interest), assuming that such Notes mature on the Par Call Date, discounted to the date of redemption on a semi-annual basis at a rate equal to the Treasury Rate (defined in the Third Supplemental Indenture) plus 30 basis points, in each case, plus accrued and unpaid interest to, but not including, the redemption dateExhibits.

~~On and after the Par Call Date, the Operating Partnership may redeem the Notes at any time in whole or in part and from time to time at~~ (a) Not redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest on the principal amount of the Notes being redeemed to, but not including, the redemption dateapplicable.

~~The Indenture and the Third Supplemental Indenture contain covenants that, among other things,~~ (ib) ~~restrict~~ Not ~~the ability of the Operating Partnership and its subsidiaries to, subject to certain exceptions, incur~~applicable.

2 (c) Not applicable.

~~additional debt and incur debt secured by liens, and~~ (iid) ~~restrict~~ Exhibits. ~~the~~The ~~Operating~~following ~~Partnership~~exhibit ~~and~~is ~~its~~being ~~subsidiaries~~furnished ~~from~~herewith ~~owning~~to ~~unencumbered~~this ~~assets~~Current ~~representing~~Report ~~less~~on ~~than~~Form ~~150% of the outstanding principal amount of unsecured debt~~8-K.

The Indenture also contains customary events of default, including, among other things: (i) payment defaults, (ii) covenant defaults, (iii) cross-defaults to other material indebtedness and (iv) certain events of bankruptcy.


Exhibit No.			Description
99.1			CubeSmart Earnings Press Release, dated November 5, 2015, announcing the financial results for the three and nine months ended September 30, 2015

The material terms of the Notes and related Guarantee are described in a prospectus supplement, dated October 19, 2015, as filed with the Commission on October 20, 2015 pursuant to Rule 424(b)(5) of the Securities Act, which relates to the offer and sale of the Notes and supplements the Operating Partnership’s prospectus, as filed with the Commission on March 18, 2014 contained in the Registration Statement.SIGNATURES

~~The~~ Pursuant ~~foregoing~~to isthe ~~not~~requirements ~~a complete discussion~~ of the ~~Third~~Securities ~~Supplemental~~Exchange ~~Indenture,~~Act ~~the~~of ~~Notes~~1934, ~~and related Guarantee and is qualified in its entirety by reference to~~ the ~~full~~Registrant ~~text~~has ofduly ~~those~~caused ~~documents~~this ~~attached~~report to ~~this~~be ~~Current~~signed ~~Report~~ on ~~Form 8-K~~its asbehalf ~~Exhibits~~by ~~4.1,~~the ~~4.2~~undersigned ~~and~~hereunto ~~4.3,~~duly ~~respectively, each of which is incorporated herein by reference~~authorized.

In connection with the foregoing, the Company and the Operating Partnership are filing as Exhibit 5.1 to this Current Report on Form 8-K the opinion of their counsel with respect to the validity of the Notes and the Guarantee. CUBESMART

~~Item~~ By: ~~2.03~~/s/ ~~Creation~~Timothy ~~of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant~~M. Martin

~~The~~ Name: Timothy ~~information provided in Item 1~~M.01 ~~of this Current Report on Form 8-K pertaining to the Notes and Guarantee is incorporated by reference into this Item 2.03.~~Martin

~~Item~~ Title: Chief ~~9.01~~ Financial ~~Statements and Exhibits.~~Officer

Exhibit Number		Description
4.1		Third Supplemental Indenture, dated as of October 26, 2015, among the Company, the Operating Partnership and U.S. Bank National Association.
4.2		Form of $250 million aggregate principal amount of 4.000% senior note due November 15, 2025.
4.3		Form of CubeSmart Guarantee (included in Exhibit 4.2).
5.1		Opinion of Pepper Hamilton LLP as to the legality of the Notes.
23.1		Consent of Pepper Hamilton LLP (included in Exhibit 5.1).

CUBESMART L.P.

3 By: /s/ Timothy M. Martin

~~Signatures~~ Name: Timothy M. Martin

~~Pursuant~~ Title: Chief toFinancial ~~the requirements of the Securities and 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.~~Officer

	CUBESMART
Date: October 26, 2015	By:	/s/ Jeffrey P. Foster
		Name:	Jeffrey P. Foster
		Title:	Senior Vice President, Chief Legal
			Officer & Secretary
	CUBESMART, L.P.
	By:	CubeSmart, its general partner
Date: October 26, 2015	By:	/s/ Jeffrey P. Foster
		Name:	Jeffrey P. Foster
		Title:	Senior Vice President, Chief Legal
			Officer & Secretary

Date: November 6, 2015

4EXHIBIT INDEX

EXHIBIT INDEX


Exhibit No.			Description
99.1			CubeSmart Earnings Press Release, dated November 5, 2015, announcing the financial results for the three and nine months ended September 30, 2015

Exhibit Number		Description
4.1		Third Supplemental Indenture, dated as of October 26, 2015, among the Company, the Operating Partnership and U.S. Bank National Association.
4.2		Form of $250 million aggregate principal amount of 4.000% senior note due November 15, 2025.
4.3		Form of CubeSmart Guarantee (included in Exhibit 4.2).
5.1		Opinion of Pepper Hamilton LLP as to the legality of the Notes.
23.1		Consent of Pepper Hamilton LLP (included in Exhibit 5.1).

Filing Compare · CubeSmart, L.P.