Form 8-K CubeSmart For: Nov 03 Filed by: CubeSmart, L.P.

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): November 3, 2016 (November 2, 2016)

CUBESMART

CUBESMART, L.P.

(Exact Name of Registrant as Specified in Charter)

5 Old Lancaster Road, Malvern,  Pennsylvania 19355

(Address of Principal Executive Offices)

(610) 535-5000

(Registrant’s telephone number, including area code)

Not 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):

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 2, 2016, CubeSmart (the “Company”) completed the previously announced redemption of all of its 3,100,000 outstanding shares of 7.75% Series A Cumulative Redeemable Preferred Shares (NYSE: CUBE.PRA) (the “Series A Preferred Shares”) at a cash redemption price of $25.00 per share plus accumulated and unpaid dividends up to and including the date of redemption. Following the redemption, distributions with respect to the Series A Preferred Shares will cease to accrue and the shares will be delisted from the New York Stock Exchange. The redemption price of $77.5M for the redemption of Series A Preferred Shares was paid by the Company from available cash balances.

In connection with the redemption of the Series A Preferred Shares, on November 2, 2016, the Company amended its Declaration of Trust to terminate its Articles Supplementary Establishing and Fixing the Rights and Preferences of 7.75% Series A Cumulative Redeemable Preferred Shares, $0.01 par value per share. A copy of the amendment is filed as Exhibit 3.1 to this Form 8-K and incorporated in this Item 5.03 by reference.

Item 8.01 Other Events 

The information set forth in Item 5.03 of this report is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

SIGNATURES

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.

EXHIBIT INDEX

Exhibit 3.1

CUBESMART

ARTICLES OF AMENDMENT

CubeSmart, a Maryland real estate investment trust (the “Trust”) under the Maryland REIT Law, hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: Paragraph SECOND of the Trust’s Declaration of Trust (the “Declaration of Trust”) is hereby amended in its entirety to read as follows:

“SECOND: The following provisions are all the provisions of the Declaration of Trust as currently in effect and as hereby restated:”

SECOND:  Exhibit A of the Declaration of Trust is hereby amended by deleting such Exhibit A in its entirety.

THIRD: The Trust’s Articles Supplementary Establishing and Fixing the Rights and Preferences of 7.75% Series A Cumulative Redeemable Preferred Shares, $0.01 par value per share is hereby terminated and shall be of no further force and effect.

FOURTH: This amendment to the Declaration of Trust (“Amendment”) has been duly approved by the majority of the Board of Trustees of the Trust in the manner and by the vote required by law.  No stock entitled to be voted on these Articles of Amendment was outstanding or subscribed for at the time of such approval.

FIFTH: The undersigned Chief Executive Officer of the Trust acknowledges this Amendment to be the act of the Trust, and, as to all matters or facts required to be verified under oath, that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and such statement is made under the penalties for perjury.

[Signature Page Follows]

IN WITNESS WHEREOF, the Trust has caused this Amendment to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary on this 2nd day of November, 2016.