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Filing Details

Accession Number:: 0001209191-21-031460
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-05-10 13:00:00
Reporting Period:: 2021-05-06

Accepted Time:: 2021-05-10 21:16:04
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1692951	Cottonwood Communities Inc.	N/A	Real Estate Investment Trusts (6798)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1809725	Chad Christensen	1245 Brickyard Road Suite 250 Salt Lake City UT 84106	See Remarks	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2021-05-06	20,000	$10.00	20,000	No	4	P	Indirect	By Cottonwood Communities Advisors, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By Cottonwood Communities Advisors, LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class I Common Stock, Par Value $0.01 Per Share	CROP LTIP Units	Acquisiton	2021-05-07	191,381	$0.00	191,381	$0.00
Class I Common Stock, Par Value $0.01 Per Share	CROP LTIP Units	Acquisiton	2021-05-07	35,801	$0.00	35,801	$0.00
Class I Common Stock, Par Value $0.01 Per Share	CROP LTIP Units	Acquisiton	2021-05-07	424,645	$0.00	424,645	$0.00
Class I Common Stock, Par Value $0.01 Per Share	CROP Units	Acquisiton	2021-05-07	3,481,505	$0.00	3,481,505	$0.00
Class I Common Stock, Par Value $0.01 Per Share	CROP Units	Acquisiton	2021-05-07	93,963	$0.00	93,963	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
191,381	No	4	J	Direct
35,801	No	4	J	Direct
424,645	No	4	J	Indirect
3,481,505	No	4	J	Indirect
93,963	No	4	J	Indirect

Footnotes

The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
On May 7, 2021, Cottonwood Residential II, Inc. ("CRII") merged with and into Cottonwood Communities GP Subsidiary, LLC ("Merger Sub"), a wholly owned subsidiary of Cottonwood Communities, Inc. (the "Issuer"), with Merger Sub surviving the merger (the "REIT Merger"). Immediately following the REIT Merger, Cottonwood Communities O.P., LP, the operating partnership of the Issuer, merged with and into Cottonwood Residential O.P., LP (the "Operating Partnership" or "CROP"), a Delaware limited partnership and the operating partnership of CRII, (the "Partnership Merger," and together with the REIT Merger, the "CRII Merger"), with CROP surviving the Partnership Merger. As of the effective time of the CRII Merger, Merger Sub, of which the Issuer is the sole member, became the sole general partner of the Operating Partnership.
The units were held by the reporting person prior to the CRII Merger, as units that were a derivative security of CRII. Following the CRII Merger the units became a derivative security of the Issuer.
Represents long-term incentive plan units ("CROP LTIP Units") of the Operating Partnership, of which a wholly owned subsidiary of the Issuer is the sole general partner, granted to the reporting person as equity incentive compensation prior to the time of the CRII Merger. Over time, the CROP LTIP Units can achieve full parity with common units of limited partnership of CROP ("CROP Units") for all purposes. If such parity is reached, non-forfeitable CROP LTIP Units may be converted into CROP Units and then may be redeemed for cash equal to the then-current market value of one share of the Issuer's Class I common stock or, at the Issuer's election, for shares of the Issuer's Class I common stock on a one-for-one basis. CROP LTIP Units do not have an expiration date.
Represents CROP LTIP Units received by the reporting person immediately prior to the Partnership Merger. The CROP LTIP Units vest on a quarterly basis over a four-year period with the first 25% vesting on May 7, 2022, subject to continued service.
Represents CROP LTIP Units received by the reporting person as equity incentive compensation on January 2, 2021. The CROP LTIP Units vest on a quarterly basis over a four-year period with the first 25% vesting on January 1, 2022, subject to continued service.
Represents CROP LTIP Units received by the reporting person as equity incentive compensation. The CROP LTIP units are vested as of the date of filing.
Represents CROP Units in the Operating Partnership. CROP Units may be redeemed for cash equal to the then-current market value of one share of the Issuer's Class I common stock or, at the Issuer's election, for shares of the Issuer's Class I common stock on a one-for-one basis. The CROP Units are vested as of the date of issuance and have no expiration date.