exv4w1



 






Exhibit 4.1




	 	 	 
	Number

	 	Shares
	
	 	 







[GRAPHIC OMITTED — U-STORE-IT LOGO]



U-STORE-IT TRUST

A Real Estate Investment Trust organized under the laws of the State of Maryland




	 	 	 
	COMMON SHARES

	 	IP 91274F 10 4

	 
	 	 
	THIS CERTIFICATE IS TRANSFERABLE

	 	SEE REVERSE FOR CERTAIN
	IN THE CITIES OF CHICAGO, IL OR

	 	DEFINITIONS AND LEGENDS
	NEW YORK, NY
	 	 






THIS CERTIFIES THAT



IS THE OWNER OF




FULLY-PAID AND NONASSESSABLE COMMON SHARES, $.01 PAR VALUE, OF




U-STORE-IT TRUST



transferable on the books of the Trust by the holder hereof in person or by
duly authorized attorney, upon surrender of this Certificate properly endorsed.
This Certificate and the shares represented hereby are issued and shall be
subject to all the provisions of the Declaration of Trust, as amended, and the
Bylaws of the Trust (copies of which are on file at the office of the Transfer
Agent), to all of which the holder of this Certificate by acceptance hereof
assents. This Certificate is not valid unless countersigned and registered by
the Transfer Agent and Registrar.



WITNESS the facsimile seal of the Trust and the facsimile signatures of its
duly authorized officers.




Dated_______________



	 	 	 	 	 
	/s/ Patricia A. Rocewicky


SECRETARY

	 	[seal]
	 	/s/ Robert J. Amsdell


  CHAIRMAN OF THE BOARD OF
	

	 	 	 	TRUSTEES AND CHIEF EXECUTIVE
	

	 	 	 	       OFFICER







COUNTERSIGNED AND REGISTERED:

              LASALLE BANK NATIONAL ASSOCIATION

       (CHICAGO, ILLINOIS)




    	
	
	

	BY
          
	
	TRANSFER AGENT

	
          
	
	AND REGISTRAR

	 
	
	

	
          
	
	
  

	
          
	
	AUTHORIZED OFFICER








 









 





[FORM OF REVERSE OF CERTIFICATE]




U-STORE-IT TRUST




               The Trust will furnish to any Shareholder on request and without charge a
full statement of the designations and any preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends or
distributions, qualifications, and terms and conditions of redemption of the
shares of each class which the Trust is authorized to issue, of the differences
in the relative rights and preferences between the shares of each series of a
preferred or special class which the Trust is authorized to issue in series, to
the extent they have been set, and of the authority of the Board of Trustees to
set the relative rights and preferences of subsequent series of a preferred or
special class of shares. Such request may be made to the secretary of the
Trust or to its transfer agent.



               The shares represented by this certificate are subject to restrictions on
Beneficial Ownership, Constructive Ownership and Transfer. Subject to certain
further restrictions and except as expressly provided in the Trust’s
Declaration of Trust, (i) no Person may Beneficially Own or Constructively Own
Common Shares of the Trust in excess of 5 percent (in value or number of
shares, whichever is more restrictive) of the outstanding Common Shares, other
than (A) an Excepted Holder, or (B) a Designated Investment Entity; (ii) no
Person may Beneficially Own or Constructively Own Preferred Shares of the Trust
in excess of 9.8 percent (in value or number of shares, whichever is more
restrictive) of the outstanding shares of such class or series of Preferred
Shares of the Trust; (iii) no Excepted Holder may Beneficially Own or
Constructively Own Common Shares in excess of the Excepted Holder Limit for
such Excepted Holder, as set forth in the Trust’s Declaration of Trust; (iv) no
Designated Investment Entity may Beneficially Own or Constructively Own Common
Shares of the Trust in excess of 9.8 percent (in value or number of shares,
whichever is more restrictive) of the outstanding Common Shares of the Trust;
(v) no Person may Beneficially Own Shares that would result in the Trust being
“closely held” under Section 856(h) of the Internal Revenue Code of 1986 (the
“Code”) or otherwise cause the Trust to fail to qualify as a real estate
investment trust under the Code; and (vi) no Person may Transfer Shares if such
Transfer would result in Shares of the Trust being owned by fewer than 100
Persons. Any Person who Beneficially Owns or Constructively Owns or attempts
to Beneficially Own or Constructively Own Shares which cause or will cause a
Person to Beneficially Own or Constructively Own Shares in excess or in
violation of the limitations set forth in the Trust’s Declaration of Trust must
immediately notify the Trust. If any of the restrictions on transfer or
ownership are violated, the Shares represented hereby will be automatically
transferred to a Charitable Trustee of a Charitable Trust for the benefit of
one or more Charitable Beneficiaries. In addition, upon the occurrence of
certain events, attempted Transfers in violation of the restrictions described
above may be void ab initio. A Person who attempts to Beneficially Own or
Constructively Own Shares in violation of the ownership limitations described
above shall have no claim, cause of action, or any recourse whatsoever against
a transferor of such Shares. All capitalized terms in this legend have the
meanings defined in the Trust’s Declaration of Trust, as the same may be
amended from time to time, a copy of which, including the restrictions on
transfer and ownership, will be furnished to each holder of Shares of the Trust
on request and without charge.


KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR
DESTROYED, THE TRUST WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE
ISSUANCE OF A REPLACEMENT CERTIFICATE.




               The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:



TEN COM = as tenants in common

TEN ENT = as tenants by the entireties

JT TEN = as joint tenants with right of survivorship and not as tenants in

common



	 	 	 
	UNIF GIFT MIN ACT —

	 	__________________Custodian__________________
	

	 	                (Cust)                                                         (Minor)

	

	 	under Uniform Gifts to Minors
	

	 	Act_________________________________
	

	 	                                (State)







Additional abbreviations may also be used though not in the above list.


 










 







For value received,________________hereby sell, assign and transfer unto



PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE





















(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE)


__________________________Shares represented by the within Certificate,



and do hereby irrevocably constitute and appoint
________________________________________

Attorney to transfer the said Shares on the books of the within-named Trust
with full power of substitution in the premises.



Dated________________________




    	 
	
           

	__________________________________
	   Signature

            NOTICE: THE SIGNATURE TO THIS

	ASSIGNMENT
            MUST CORRESPOND WITH THE

	NAME AS
            WRITTEN UPON THE FACE OF THE

	CERTIFICATE,
            IN EVERY PARTICULAR,

	WITHOUT
            ALTERATION OR ENLARGEMENT, OR

	ANY CHANGE
            WHATEVER.








Signature(s) Guaranteed



By:_______________________________

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKHOLDERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17AD-15.