Questions & Answers

A: In general, a real estate investment trust, or REIT, is a company that:

combines the capital of many investors to acquire or provide financing for commercial real estate;
allows individual investors the opportunity to invest in a diversified portfolio of real estate under professional management;
pays distributions to investors of at least 90% of its taxable income; and
avoids the “double taxation” treatment of income that generally results from investments in a corporation because a REIT generally is not subject to federal corporate income taxes on its net income, provided certain income tax requirements are satisfied.

A: Strategic Student & Senior Housing Trust, Inc. is a Maryland corporation that elected to qualify as a REIT for federal income tax purposes beginning with the taxable year ended December 31, 2017. We do not have any employees and are externally managed by our advisor, SSSHT Advisor, LLC.

A: As of the date of this prospectus, we own two student housing properties (one located in Fayetteville, Arkansas and one located in Tallahassee, Florida), an approximately 2.6% beneficial interest in a DST that owns a student housing property located in Reno, Nevada, an approximately 1.4% beneficial interest in a DST that owns two student housing properties (one located in Ann Arbor, Michigan and one located in Columbia, South Carolina), and four senior housing properties (three located near Salt Lake City, Utah and one located in Portland, Oregon). A brief description of these nine properties is provided below. See the “Our Properties” section of this prospectus for additional information regarding these acquisitions and the related financing in connection therewith.

Student Housing Property located in Fayetteville, Arkansas
On June 28, 2017, we purchased a student housing property located in Fayetteville, Arkansas (the “Fayetteville Property”). The purchase price for the Fayetteville Property was $57 million and the Fayetteville Property contains 198 units and 592 beds, with one-, two-, three- and four-bedroom fully-furnished floor plans. The purchase was funded using a combination of a mortgage loan from Insurance Strategy Funding IX, LLC (the “JPM Lender”), an affiliate of J.P. Morgan Asset Management Inc., a bridge loan obtained from KeyBank National Association (“KeyBank”) and a preferred equity investment by a wholly-owned subsidiary of our sponsor in preferred units of limited partnership interests in our operating partnership (“Preferred Units”).

Student Housing Property located in Tallahassee, Florida
On September 28, 2017, we purchased a newly constructed student housing property located in Tallahassee, Florida (the “Tallahassee Property”). The purchase price for the Tallahassee Property was $47.5 million and the Tallahassee Property contains 125 units and 434 beds with one-bedroom / one-bathroom parity and fully-furnished floor plans. The purchase was funded using a combination of a mortgage loan in the amount of $23.5 million from Nationwide Life Insurance Company (the “Nationwide Loan”), a bridge loan obtained from KeyBank, a preferred equity investment by a wholly-owned subsidiary of our sponsor in Preferred Units and net proceeds from our private offering.

Investment in Reno Student Housing, DST
On October 20, 2017, we completed an investment in a private placement offering by Reno Student Housing, DST, a Delaware statutory trust and an affiliate of our sponsor (“Reno Student Housing”), using proceeds from our private offering of approximately $1.03 million for an approximately 2.6% beneficial interest. Reno Student Housing owns a student housing property located in Reno, Nevada (the “Reno Property”). The Reno Property contains 186 units and 592 beds, with two-, three-, four- and five-bedroom fully-furnished floor plans. All but two units offer 1 bed / 1 bath parity for enhanced privacy.

Investment in Power 5 Conference Student Housing I, DST
In October 2018, we completed an investment in a private placement offering by Power 5 Conference Student Housing I, DST, a Delaware statutory trust and an affiliate of our sponsor (“Power 5 Conference Student Housing”), using proceeds from the issuance of Preferred Units of approximately $0.8 million for an approximately 1.4% beneficial interest. Power 5 Conference Student Housing owns two student housing properties: one located in Ann Arbor, Michigan (the “Michigan Property”) and one located in Columbia, South Carolina (the “South Carolina Property”). The Michigan Property is a 10- story building and is comprised of fully furnished one-, two-, three- and four-bedroom units ranging in size from 400 square feet to 1,135 square feet. The South Carolina Property is comprised of fully furnished one-, two-, and three-bedroom units ranging in size from 560 square feet to 1,295 square feet.

Three Senior Housing Properties near Salt Lake City, Utah
On February 23, 2018, we purchased three assisted living senior housing properties located near Salt Lake City, Utah known as The Wellington, Cottonwood Creek and The Charleston (collectively, the “Salt Lake Properties”). The purchase price for the Salt Lake Properties was $78.5 million. The Wellington is an existing 119-unit senior housing property built in 1999; Cottonwood Creek is an existing 111-unit senior housing property built in 1982; and The Charleston is an existing 64-unit senior housing property built in 2005. We funded approximately 60% of our acquisition of the Salt Lake Properties with three mortgage loans (one for each property) in the aggregate amount of approximately $46.9 million from KeyBank as a Freddie Mac Multifamily Approved Seller/Servicer (collectively, the “Freddie Mac Utah Loans”) and funded the remaining portion with a combination of a bridge loan obtained from KeyBank and net proceeds from our private offering.

Senior Housing Property located in Portland, Oregon
On August 31, 2018, we purchased an existing 286-unit senior housing community, known as Courtyard at Mt. Tabor, located in Portland, Oregon (the “Courtyard Property”). The purchase price for the Courtyard Property was $92 million, which was funded with a combination of proceeds from the $63.2 million loan with KeyBank as a Freddie Mac lender, a bridge loan from KeyBank, as well as an additional preferred equity investment by a wholly-owned subsidiary of our sponsor in Preferred Units, each as described elsewhere in this prospectus. The Courtyard Property is comprised of independent living (201 units), assisted living (73 units) and memory care (12 units). The Courtyard Property also contains additional land currently under development for an additional 23 units of memory care (the “Memory Care Expansion”).

A: We intend to use a substantial amount of the net proceeds we raise in this offering to primarily invest in a portfolio of income-producing student housing and senior housing properties and related real estate investments located in the United States. We will seek to achieve our objectives by primarily investing in Class “A” income-producing student housing and senior housing properties. Class “A” properties generally refer to purpose-built or substantially renovated properties constructed within the last 10 to 20 years that are amenities rich and located in favorable demographic markets with high barriers to entry. Such properties also tend to be managed by a reputable manager or operator. We may also invest in growth-oriented student housing and senior housing properties (i.e., properties that require development, redevelopment, lease-up, or repositioning in order to increase the value of such properties) and related real estate investments.

Student Housing
Student housing is broadly defined to include housing designed to accommodate students enrolled in either full-time or part-time post-secondary, public, and private four-year colleges and universities, including those that offer advanced degrees. The student housing market has certain unique characteristics, such as being designed for college students and the college lifestyle, and the leasing cycle being defined by the academic calendar. Unlike multi-family housing where apartments are leased by the unit, student housing properties are typically leased by the bed on an individual lease liability basis.

With respect to our student housing acquisition strategy, we primarily invest in Class “A” income-producing student housing designed to accommodate students enrolled in either full-time or part-time post-secondary, public, and private four- year colleges and universities. We primarily target medium- to large-sized colleges and established university markets, which we define as markets located in or near U.S. cities that have schools generally with overall enrollment of approximately 15,000 to 40,000 students or greater. In addition, our specific university focus will tend toward “Tier 1” schools with established Division I (FBS) football programs and schools that receive the highest rating for research activity from the Carnegie Foundation. We define “Tier 1” to be universities with a published numerical ranking on the U.S.
News & World Report’s most recent Best Colleges—National University Rankings. For more information, see the section of this prospectus captioned “Investment Objectives, Strategy and Related Policies — Our Student Housing Investment and Business Strategies.”

Senior Housing
Senior housing refers to a broad spectrum of housing for seniors with product types that range from “mostly housing” (e.g., active adult and age restricted communities) to “mostly acute healthcare” (e.g., skilled nursing and hospitals). With respect to our senior housing acquisition strategy, we primarily focus on product types at the initial and middle stages of this acuity continuum that have an emphasis on private pay sources of revenue:

Our “Private Pay” Real Estate Investment Approach

We primarily invest in Class “A” income-producing senior housing properties, which tend to be located within close proximity to medical and retail support services. In order to implement our senior housing investment strategy, we focus on acquiring, repositioning and/or expanding existing senior housing properties that have an emphasis on private pay sources of revenue, which properties are considered more stable and predictable than those relying on government reimbursements. For more information, see the section of this prospectus captioned “Investment Objectives, Strategy and Related Policies — Our Senior Housing Investment and Business Strategies.”

A: We intend to use medium-to-high leverage (between 55% to 60% loan to purchase price) to make investments. At certain times during this offering, our debt leverage levels may be temporarily higher as we acquire properties in advance of funds being raised in this offering. Our board of directors regularly monitors our investment pipeline in relation to our projected fundraising efforts and otherwise evaluates market conditions related to our debt leverage ratios throughout this offering. As of March 31, 2019, our debt leverage was approximately 76%.

A: SSSHT Operating Partnership, L.P., our subsidiary operating partnership, will own, directly or indirectly through one or more special purpose entities, all of the properties that we acquire. We organized our operating partnership to own, operate and manage real estate properties on our behalf. We are the sole general partner of our operating partnership, and we control the operating partnership. This structure is commonly known as an UPREIT. Our operating partnership will own our properties through two separate holding companies (one for each of our asset classes, student housing and senior housing), which structure will provide more flexibility in structuring potential liquidity events in the future.

A: UPREIT stands for “Umbrella Partnership Real Estate Investment Trust.” An UPREIT is a REIT that holds all or substantially all of its properties through an operating partnership in which the REIT holds a controlling interest. Using an UPREIT structure may give us an advantage in acquiring properties from persons who might not otherwise sell their properties because of unfavorable tax results. Generally, a sale of property directly to a REIT, or a contribution in exchange for REIT shares, is a taxable transaction to the selling property owner. However, in an UPREIT structure, a seller of a property who desires to defer taxable gain on the sale of property may transfer the property to the UPREIT in exchange for limited partnership units in the UPREIT’s operating partnership without recognizing gain for tax purposes.

A: Our company is allowed to own up to 100% of the stock of taxable REIT subsidiaries that can perform activities that could prevent us from complying with the requirements for qualification as a REIT if undertaken directly by us, such as third party management or operations, development and other independent business activities, as well as providing services to our residents. A taxable REIT subsidiary is a fully taxable corporation that may be limited in its ability to deduct interest payments made to us. In addition, we will be subject to a 100% penalty tax on certain amounts if the economic arrangements among our residents, our taxable REIT subsidiary and us are not comparable to similar arrangements among unrelated parties. We, along with SSSHT TRS, Inc., a wholly-owned subsidiary of our operating partnership (our “TRS”), have made an election to treat our TRS as a taxable REIT subsidiary. As a REIT, we will be prohibited from directly operating healthcare facilities; however, from time to time, we may lease a healthcare facility that we acquire to our TRS as permitted by the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”) structure. In such event, our TRS will engage a third party operator to manage and operate the property. This structure is commonly referred to as a RIDEA structure. See “Federal Income Tax Considerations — Requirements for Qualification as a REIT.”

A: Because federal income tax laws restrict REITs and their subsidiaries from operating or managing healthcare facilities, we must engage third parties to operate such senior housing properties either as tenants through triple-net or similar lease structures or as eligible independent contractors pursuant to an agreement with our TRS or one of its subsidiaries as permitted by the RIDEA structure. Under the RIDEA structure, we may lease such senior housing properties to one or more TRSs, which may be wholly-owned by us. Each TRS pays corporate-level income tax and may retain any after-tax income. We must satisfy certain conditions to use the RIDEA structure. One of those conditions is that such TRS must hire an “eligible independent contractor” (“EIK”) to operate such senior housing properties and such EIK must be actively engaged in the trade or business of operating healthcare facilities for parties other than us. An EIK cannot (i) own more than 35% of us, (ii) be owned more than 35% by persons owning more than 35% of us, or (iii) provide any income to us (i.e., the EIK cannot pay fees to us, and we cannot own any debt or equity securities of the EIK). Accordingly, while we may lease our senior housing properties that are healthcare facilities to a TRS that we own, the TRS must engage a third party operator to manage and operate such senior housing properties. Thus, our ability to direct and control how certain of our senior housing properties are operated is less than if we were able to manage such properties directly. We utilized a RIDEA structure for the Salt Lake Properties and the Courtyard Property.

A: Yes. On January 27, 2017, we commenced a private offering of up to $100 million in shares of our common stock to accredited investors only pursuant to a confidential private placement memorandum. On August 4, 2017, we reached the minimum offering amount of $1.0 million in sales of shares in our private offering, at which time subscriptions held in escrow pending our satisfaction of the minimum offering amount were released. We terminated our private offering on March 15, 2018. Pursuant to our private offering we received aggregate gross offering proceeds of approximately $91.5 million. Prior to the effectiveness of this offering, all such shares of common stock were redesignated as Class A common stock. On May 1, 2018, our public offering was declared effective. Through June 21, 2019, we offered Class A shares, Class T shares and Class W shares. As of June 21, 2019, we had received gross offering proceeds of approximately $5.2 million in shares, consisting of approximately $3.7 million from the sale of approximately 362,000 Class A shares, approximately $0.7 million from the sale of approximately 70,000 Class T shares and approximately $0.8 million from the sale of approximately 83,000 Class W shares.

A: Yes. We commenced paying distributions in September 2017 and expect to continue to pay distributions on a monthly basis to our stockholders. See “Description of Shares — Distribution Policy.”

A: Yes and no. Generally, distributions that you receive, including distributions that are reinvested pursuant to our distribution reinvestment plan, will be taxed as ordinary income to the extent they are from current or accumulated earnings and profits. We expect that some portion of your distributions may not be subject to tax in the year received because depreciation expense reduces taxable income but does not reduce cash available for distribution. In addition, we may make distributions using offering proceeds. We are not prohibited by our charter, bylaws or investment policies from using offering proceeds to make distributions, we may use an unlimited amount from any source to pay our distributions, and it is likely that we will use offering proceeds to fund a majority of our initial distributions. The portion of your distribution that is not subject to tax immediately is considered a return of investors’ capital for tax purposes and will reduce the tax basis of your investment. This, in effect, defers a portion of your tax until your investment is sold or we are liquidated, at which time you would be taxed at capital gains rates. However, because each investor’s tax considerations are different, we suggest that you consult with your tax advisor. You also should review the “Federal Income Tax Considerations” section of this prospectus.

A: An investment in our shares is subject to significant risks, including risks related to this offering, risks related to conflicts of interest, risks related to the student housing industry, risks related to the senior housing industry, risks related to investments in real estate, risks associated with debt financing and federal income tax risks. You should carefully consider the information set forth in “Prospectus Summary — Summary Risk Factors” beginning on page 14 and “Risk Factors” beginning on page 24 for a discussion of some of the material risk factors relevant to an investment in our shares.

A: We will use the net offering proceeds from your investment to purchase primarily income-producing student housing and senior housing real estate assets and to pay acquisition fees and expenses relating to the selection and acquisition of properties. The diversification of our portfolio is dependent upon the amount of proceeds we receive in this offering. We may also purchase growth-oriented student housing and senior housing real estate assets, and we may also use net offering proceeds to pay down debt or make distributions if our cash flows from operations are insufficient. Currently, there is no limitation on the number, size or type of properties that we may acquire or on the percentage of net offering proceeds that may be invested in any particular property type or single property. See “Estimated Use of Proceeds” for a detailed discussion on the use of proceeds in connection with this offering.

A: Through our dealer manager, we are offering a maximum of $1 billion in shares of our common stock in our primary offering, consisting of three classes of shares previously sold and two classes of shares currently offered: Class Y shares (up to $700 million in shares) and Class Z shares (up to $300 million in shares), each at a price of $9.30 per share. These shares are being offered on a “best efforts” basis. We are also offering up to $95,000,000 in shares of our common stock at $9.30 per share for all shares of common stock pursuant to our distribution reinvestment plan, commencing July 13, 2019, to those stockholders who elect to participate in such plan as described in this prospectus. We reserve the right to reallocate the shares offered among classes of shares and between our primary offering and our distribution reinvestment plan.

A: We have determined to cease offering the Class A shares, Class T shares and Class W shares because our advisor has agreed to fund the payment of sales commissions, dealer manager fees and organization and offering expenses going forward in this offering until we raise $250 million in gross offering proceeds from the sale of Class Y shares in our primary offering, at which time our advisor may cease paying such fees and expenses in its sole discretion. The various share classes are offered to provide investors with more flexibility in making their investment in us. In determining to originally offer the Class A shares, Class T shares and Class W shares, our board of directors took into consideration a number of factors, including the amendment to FINRA Rule 2310 and NASD Rule 2340, as described more fully in FINRA Regulatory Notice 15-02. These amendments require investor account statements to reflect an estimated value per share as determined based on either the net investment method or appraised value method. The net investment method may only be used before 150 days following the second anniversary of the date we commenced this offering and generally determines the estimated value per share based on the “amount available for investment” percentage in the “Estimated Use of Proceeds” section of this prospectus, which deducts from gross offering proceeds the sales commissions, dealer manager fees, and organization and offering expenses. The appraised value method, which can be used at any time, consists of the appraised valuation disclosed in the issuer’s most recent periodic or current report filed with the Securities and Exchange Commission (“SEC”). In turn, the per share estimated value disclosed in an issuer’s most recent periodic or current report must be based on valuations of the assets and liabilities of the issuer and those valuations must be: (a) conducted by, or with the material assistance or confirmation of, a third party valuation expert or service; (b) performed at least annually; and (c) derived from a methodology that conforms to standard industry practice.

Our advisor will now pay the sales commissions, dealer manager fees and organization and offering expenses associated with the sale of Class Y shares and the organization and offering expenses associated with the sale of Class Z shares for gross offering proceeds of up to $250 million from the sale of Class Y shares. We are offering the Class Y shares and Class Z shares at a price of $9.30 per share. Effective upon the commencement of the offering of the Class Y shares and Class Z shares, holders of the (i) Class T shares will receive a one-time stock distribution equivalent to approximately 0.07527 shares of Class T common stock per Class T share outstanding as of June 21, 2019, and (ii) Class W shares will receive a one-time stock distribution equivalent to approximately 0.01075 shares of Class W common stock per Class W share outstanding as of June 21, 2019. This amount would provide each investor the same number of Class T shares and Class W shares, respectively, as such investor would have received had the investor originally purchased the Class T shares and Class W shares, respectively, at a purchase price of $9.30 per share.

A: The differences among each class relate to the sales commissions and other fees payable in respect of each class. All investors can choose to purchase Class Y shares in the offering, while Class Z shares are only available to certain categories of investors, as described below under the heading “Class Z Shares.” Each share of our common stock, regardless of class, will be entitled to one vote per share on matters presented to the common stockholders for approval. The following summarizes the differences in sales commissions and other fees between the Class Y shares and Class Z shares.

• (1)We will pay our dealer manager a monthly stockholder servicing fee for Class Y shares sold in our primary offering that will accrue daily in the amount of 1/365th of 1% of the purchase price per Class Y share sold in our primary offering. We will cease paying the stockholder servicing fee with respect to the Class Y shares sold in this offering at the earlier of (i) the date we list our shares on a national securities exchange, merge or consolidate with or into another entity, or sell or dispose of all or substantially all of our assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of Class A shares, Class T shares, Class W shares, Class Y shares and Class Z shares in our primary offering (i.e., excluding proceeds from sales pursuant to our distribution reinvestment plan), which calculation shall be made by us with the assistance of our dealer manager commencing after the termination of our primary offering, (iii) with respect to a particular Class Y share, the third anniversary of the issuance of the share, and (iv) the date that such Class Y share is redeemed or is no longer outstanding.
• (2)We will pay our dealer manager a monthly dealer manager servicing fee for Class Z shares sold in our primary offering that will accrue daily in the amount of 1/365th of 0.50% of the purchase price per Class Z share sold in our primary offering. We will cease paying the dealer manager servicing fee with respect to the Class Z shares sold in this offering at the earlier of (i) the date we list our shares on a national securities exchange, merge or consolidate with or into another entity, or sell or dispose of all or substantially all of our assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of Class A shares, Class T shares, Class W shares, Class Y shares and Class Z shares in our primary offering (i.e., excluding proceeds from sales pursuant to our distribution reinvestment plan), which calculation shall be made by us with the assistance of our dealer manager commencing after the termination of our primary offering, (iii) the end of the month in which the aggregate dealer manager servicing fees paid in our primary offering with respect to Class Z shares equals 9% of the gross proceeds from the sale of Class Z shares in our primary offering (i.e., excluding proceeds from sales pursuant to our distribution reinvestment plan), which calculation shall be made by us with the assistance of our dealer manager commencing after the termination of our primary offering, and (iv) the date that such Class Z share is redeemed or is no longer outstanding.

Class Y Shares

Class Y shares are available to all eligible investors in the offering.

Front end sales commission and dealer manager fee, which will be funded by our advisor, as noted below.

No monthly dealer manager servicing fee.

Our advisor will fund 7% of gross offering proceeds from the sale of Class Y shares towards the payment of sales commissions, dealer manager fees and organization and offering expenses. Our advisor will not seek reimbursement from us for such payment. However, the advisor may terminate the advisor funding agreement at any time in its sole discretion upon our raising $250 million in gross offering proceeds from the sale of Class Y shares.

Class Y shares purchased in the primary offering pay a stockholder servicing fee which will accrue daily in the amount of 1/365th of 1% of the purchase price per share of Class Y shares sold in our primary offering. The stockholder servicing fee paid in respect of Class Y shares will be allocated to the Class Y shares as a class, and these fees will impact the amount of distributions payable on Class Y shares.

A purchaser of Class Y shares in our primary offering will pay approximately $0.0078 per Class Y share per month (i.e., 1% divided by 12 months, then multiplied by the purchase price of $9.30 per share) in stockholder servicing fees for each month from the date of purchase through the date we cease paying the stockholder servicing fee. Although we cannot predict the length of time over which this fee will be paid by any given investor due to the varying dates of purchase and the timing of a liquidity event, we currently estimate that a Class Y share purchased immediately after the effective date of this prospectus will be subject to the stockholder servicing fee for three years and the investor will pay aggregate fees of approximately $0.28 per share during that time. For example, assuming none of the shares purchased are redeemed or otherwise disposed of prior to the date we cease paying the stockholder servicing fee, we currently estimate that with respect to a one-time $10,000 investment in Class Y shares, approximately $300 in stockholder servicing fees will be paid to the dealer manager over three years.

Class Z Shares

Only available to investors who: (i) purchase shares through fee-based programs, also known as wrap accounts, purchase shares through participating broker-dealers that have alternative fee arrangements with their clients, purchase shares through certain registered investment advisers, (iv) purchase shares through bank trust departments or any other organization or person authorized to act in a fiduciary capacity for its clients or customers, (v) are an endowment, foundation, pension fund or other institutional investor, or (vi) are a part of any other categories of purchasers or through any other distribution channels that we name in an amendment or supplement to this prospectus.

No front end sales commission or dealer manager fee, and no monthly stockholder servicing fee.

Our advisor will fund 1% of gross offering proceeds from the sale of Class Z shares towards the payment of organization and offering expenses. Our advisor will not seek reimbursement from us for such payment. However, the advisor may terminate the advisor funding agreement at any time in its sole discretion upon our raising $250 million in gross offering proceeds from the sale of Class Y shares.

Class Z shares purchased in the primary offering pay a dealer manager servicing fee which will accrue daily in the amount of 1/365th of 0.50% of the purchase price per share of Class Z shares sold in our primary offering. The dealer manager servicing fee paid in respect of Class Z shares will be allocated to the Class Z shares as a class, and these fees will impact the amount of distributions payable on Class Z shares.

A purchaser of Class Z shares in our primary offering will pay approximately $0.0039 per Class Z share per month (i.e., 0.50% divided by 12 months, then multiplied by the purchase price of $9.30 per share) in dealer manager servicing fees for each month from the date of purchase through the date we cease paying the dealer manager servicing fee. We cannot predict with great accuracy the length of time over which this fee will be paid by any given investor due to, among many factors, the varying dates of purchase and the timing of a liquidity event.
However, assuming we sell the maximum amount in our primary offering, of which 30% is from the sale of Class Z shares and assuming we do not undergo a liquidity event, we currently estimate that a Class Z share purchased immediately after the effective date of this offering will be subject to the dealer manager servicing fee for approximately 18 years and the investor will pay dealer manager servicing fees of approximately $0.84 per share during that time. For example, making the assumptions above and assuming none of the shares purchased are redeemed or otherwise disposed of prior to the date we cease paying the dealer manager servicing fee, we currently estimate that with respect to a one-time $10,000 investment in Class Z shares immediately after the effective date of this offering, approximately $900 in dealer manager servicing fees will be paid to the dealer manager over 18 years.

We will not pay a sales commission, dealer manager fee, stockholder servicing fee or dealer manager servicing fee with respect to shares sold pursuant to our distribution reinvestment plan. The payment of class-specific expenses on shares purchased in our primary offering will result in different amounts of distributions being paid with respect to each class of shares. Specifically, distributions on Class T shares, Class W shares, Class Y shares and Class Z shares will be lower than distributions on Class A shares because Class T shares and Class Y shares are subject to the ongoing stockholder servicing fee and because Class W shares and Class Z shares are subject to the ongoing dealer manager servicing fee. See “Description of Shares” and “Plan of Distribution” for further discussion of the differences between our classes of shares.

In the event of our voluntary or involuntary liquidation, dissolution or winding up, or any liquidating distribution of our assets, then such assets, or the proceeds therefrom, will be distributed among the holders of Class A shares, Class T shares, Class W shares, Class Y shares and Class Z shares ratably in proportion to the respective net asset value for each class until the net asset value for each class has been paid. We will calculate the estimated net asset value per share as a whole for all Class A shares, Class T shares, Class W shares, Class Y shares and Class Z shares and then will determine any differences attributable to each class. We expect the estimated net asset value per share of each Class A share, Class T share, Class W share, Class Y share and Class Z share to be the same, except in the unlikely event that the stockholder servicing fees exceed the amount otherwise available for distribution to holders of Class T or Class Y shares or the dealer manager servicing fees exceed the amount otherwise available for distribution to holders of Class W or Class Z shares in a particular period (prior to the deduction of the stockholder servicing fees or the dealer manager servicing fees, as applicable). If the stockholder servicing fees exceed the amount otherwise available for distribution to holders of Class T or Class Y shares or if the dealer manager servicing fees exceed the amount otherwise available for distribution to the holders of Class W or Class Z shares, the excess will reduce the estimated net asset value per share of each Class T share, Class W share, Class Y share and Class Z share, as applicable. Each holder of shares of a particular class of common stock will be entitled to receive, ratably with each other holder of shares of such class, that portion of such aggregate assets available for distribution as the number of outstanding shares of such class held by such holder bears to the total number of outstanding shares of such class then outstanding. Until we calculate our first estimated net asset value per share, we will use the net investment method (ignoring purchase price discounts for certain categories of purchasers of Class A shares) as the estimated per share value of our shares on account statements.

Before making your investment decision, please consult with your financial advisor regarding your account type and the classes of shares you may be eligible to purchase.

A: When shares are offered to the public on a “best efforts” basis, the dealer manager and the participating broker-dealers are only required to use their best efforts to sell the shares and have no firm commitment or obligation to purchase any of the shares. Therefore, we may not sell all of the shares that we are offering.

A: The offering will not last beyond May 1, 2020 (two years after the initial effective date of this offering); provided, however, that the amount of shares of our common stock registered pursuant to this offering is the amount that we reasonably expect to be offered and sold within two years from the initial effective date of this offering and, to the extent permitted by applicable law, we may extend this offering for an additional year, or, in certain circumstances, longer. Our board of directors may determine that it is in the best interest of our stockholders to conduct a follow-on offering, in which case offerings of our common stock could be conducted for six years or more. We reserve the right to terminate this offering at any time.

A: Generally, you may buy shares pursuant to this prospectus provided that you have either (1) a net worth of at least $70,000 and a gross annual income of at least $70,000, or (2) a net worth of at least $250,000. For this purpose, net worth does not include your home, home furnishings and automobiles. Some states have higher suitability requirements. You should carefully read the more detailed description under “Suitability Standards” immediately following the cover page of this prospectus.

A: An investment in our shares may be appropriate if you (1) meet the suitability standards as set forth herein, (2) seek to diversify your personal portfolio with a finite-life, real estate-based investment, (3) seek to receive income, (4) seek to preserve capital, (5) wish to obtain the benefits of potential capital appreciation, and (6) are able to hold your investment for a long period of time. On the other hand, we caution persons who require liquidity or guaranteed income, or who seek a short-term investment.

A: Yes. You may make an investment through your individual retirement account (IRA), a simplified employee pension (SEP) plan or other tax-deferred account. In making these investment decisions, you should consider, at a minimum, (1) whether the investment is in accordance with the documents and instruments governing your IRA, plan or other account, (2) whether the investment satisfies the fiduciary requirements associated with your IRA, plan or other account, (3) whether the investment will generate unrelated business taxable income (UBTI) to your IRA, plan or other account, (4) whether there is sufficient liquidity for such investment under your IRA, plan or other account, (5) the need to value the assets of your IRA, plan or other account annually or more frequently, and (6) whether the investment would constitute a prohibited transaction under applicable law.

A: Yes. Generally, you must invest at least $5,000; provided, however, that the minimum required initial investment for purchases made by an IRA is $1,500. Investors who already own our shares and existing investors in other programs sponsored by our sponsor and its affiliates can make additional purchases for less than the minimum investment. You should carefully read the more detailed description of the minimum investment requirements appearing under “Suitability Standards” immediately following the cover page of this prospectus.

A: If you meet the suitability standards described herein and choose to purchase shares in this offering, you must complete a subscription agreement, like the one contained in this prospectus as Appendix A, for a specific number of shares and pay for the shares at the time you subscribe.

A: Yes. Under our distribution reinvestment plan, you may reinvest the distributions you receive. Distributions on Class A shares will be reinvested in Class A shares, distributions on Class T shares will be reinvested in Class T shares, distributions on Class W shares will be reinvested in Class W shares, distributions on Class Y shares will be reinvested in Class Y shares and distributions on Class Z shares will be reinvested in Class Z shares. Commencing July 13, 2019, the purchase price per share under our distribution reinvestment plan will be $9.30 per share for each class of shares during this offering. No sales commissions or dealer manager fees will be paid on shares sold under the distribution reinvestment plan. Please see “Description of Shares — Distribution Reinvestment Plan” for more information regarding our distribution reinvestment plan.

A: At the time you purchase the shares, they will not be listed for trading on any national securities exchange. As a result, if you wish to sell your shares, you may not be able to do so promptly or at all, or you may only be able to sell them at a substantial discount from the price you paid. In general, however, you may sell your shares to any buyer that meets the applicable suitability standards unless such sale would cause the buyer to own more than 9.8% of the value of our then-outstanding capital stock (which includes common stock and any preferred stock we may issue) or more than 9.8% of the value or number of shares, whichever is more restrictive, of our then-outstanding common stock. See “Suitability Standards” and “Description of Shares — Restrictions on Ownership and Transfer.” We are offering a share redemption program, as discussed under “Description of Shares — Share Redemption Program,” which may provide limited liquidity for some of our stockholders; however, our share redemption program contains significant restrictions and limitations and we may suspend or terminate our share redemption program if our board of directors determines that such program is not in the best interests of our stockholders.

A: We do not believe that being an “emerging growth company,” as defined by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, will have a significant impact on our business or this offering. As an “emerging growth company,” we are eligible to take advantage of certain exemptions from, or reduced disclosure obligations relating to, various reporting requirements that are normally applicable to public companies. Such exemptions include, among other things, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations relating to executive compensation in proxy statements and periodic reports, and exemptions from the requirement to hold a non-binding advisory vote on executive compensation and obtain stockholder approval of any golden parachute payments not previously approved. If we take advantage of any of these exemptions, some investors may find our common stock a less attractive investment as a result.

Additionally, under Section 107 of the JOBS Act, an “emerging growth company” may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. This means an “emerging growth company” can delay adopting certain accounting standards until such standards are otherwise applicable to private companies. However, we are electing to “opt out” of such extended transition period and will therefore comply with new or revised accounting standards on the applicable dates on which the adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of such extended transition period for compliance with new or revised accounting standards is irrevocable.

We could remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to the registration statement for this offering, (ii) the last day of the first fiscal year in which we have total annual gross revenue of $1.07 billion or more, (iii) the last day of the fiscal year that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, or the Exchange Act (which would occur if the market value of our common stock held by non-affiliates exceeds $700 million, measured as of the last business day of our most recently completed second fiscal quarter, and we have been publicly reporting for at least 12 months), or (iv) the date on which we have, during the preceding three year period, issued more than $1 billion in non-convertible debt.

A: Yes. We will provide you with periodic updates on the performance of your investment with us, including:

• quarterly account statements from our transfer agent;
• three quarterly financial reports;
• an annual report; and
• an annual IRS Form 1099 (as applicable).

We will provide this information to you via U.S. mail or other courier, facsimile, electronic delivery, in a filing with the SEC or annual report, or posting on our website at www.strategicreit.com.

A: Your IRS Form 1099 will be placed in the mail by January 31 of each year, as applicable.

A: The name and address of the transfer agent is as follows:

Strategic Transfer Agent Services, LLC, or our transfer agent, will provide transfer agent services to us and subscribers of our shares. Our sponsor is the owner and manager of our transfer agent. For more detail about our transfer agent, see “Management — Affiliated Companies — Transfer Agent.”