Form 4 Cottonwood Communities, For: May 07 Filed by: Fredenberg Paul

May 11, 2021 9:59 PM EDT

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person ^*

Fredenberg Paul

(Last)

(First)

(Middle)

1245 BRICKYARD ROAD

SUITE 250

(Street)

SALT LAKE CITY

84106

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Cottonwood Communities, Inc. [ N/A ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Investment Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
CCOP LTIP Units	⁽¹⁾	05/07/2021		D⁽²⁾⁽³⁾⁽⁴⁾			2,063	⁽¹⁾⁽⁵⁾	⁽¹⁾	Common Stock, par value $0.01 per share	2,063	⁽¹⁾	0	D
CCOP LTIP Units	⁽¹⁾	05/07/2021		D⁽²⁾⁽³⁾⁽⁴⁾			4,375	⁽¹⁾⁽⁶⁾	⁽¹⁾	Common Stock, par value $0.01 per share	4,375	⁽¹⁾	0	D
CROP LTIP Units	⁽⁷⁾	05/07/2021		A⁽²⁾⁽³⁾⁽⁷⁾		2,063		⁽⁷⁾⁽⁸⁾	⁽⁷⁾	Common Stock, par value $0.01 per share	2,063	⁽⁷⁾	2,063	D
CROP LTIP Units	⁽⁷⁾	05/07/2021		A⁽²⁾⁽³⁾⁽⁷⁾		4,375		⁽⁷⁾⁽⁹⁾	⁽⁷⁾	Common Stock, par value $0.01 per share	4,375	⁽⁷⁾	4,375	D
CROP Units	⁽²⁾ ⁽¹⁰⁾ ⁽¹¹⁾	05/07/2021		J⁽²⁾⁽¹⁰⁾		7,840.365 ⁽²⁾ ⁽¹¹⁾		⁽¹¹⁾	⁽¹¹⁾	Common Stock, par value $0.01 per share	7,840.365	⁽¹¹⁾	7,840.365	D

Explanation of Responses:

1. The long-term incentive plan units ("CCOP LTIP Units") of Cottonwood Communities O.P., LP, a Delaware limited partnership ("CCOP"), of which Cottonwood Communities, Inc., a Maryland corporation (the "Issuer") was the sole general partner prior to the CRII Merger (as defined herein) were granted to the reporting person as equity incentive compensation. Over time, CCOP LTIP Units can achieve full parity with common units of limited partnership of CCOP ("CCOP Units") for all purposes. If such parity is reached, non-forfeitable CCOP LTIP Units may be converted into CCOP Units and then may be redeemed for cash equal to the then-current market value of one share of the Issuer's common stock or, at the Issuer's election, for shares of the Issuer's common stock on a one-for-one basis. CCOP LTIP Units do not have an expiration date.

2. 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 the Issuer, with Merger Sub surviving the merger (the "REIT Merger"). Immediately following the REIT Merger, CCOP, merged with and into Cottonwood Residential O.P., LP ("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 CROP, the operating partnership of the Issuer following the CRII Merger.

3. At the effective time of the Partnership Merger, each issued and outstanding CCOP LTIP Unit (vested and unvested) converted into the right to receive one CROP LTIP Unit (as defined herein) and such units continue to have, and are subject to, the same terms and conditions (including vesting terms) set forth in the applicable CCOP vesting agreement, as in effect immediately prior to the effective time of the Partnership Merger. Following the CRII Merger and the change in general partner of CROP, the CROP LTIP Units became a derivative security of the Issuer.

4. Reflects the disposition of the CCOP LTIP Units in connection with the Partnership Merger.

5. Represents CCOP LTIP Units granted to the reporting person as equity incentive compensation. The CCOP LTIP Units vested on May 7, 2021 in connection with the CRII Merger.

6. Represents CCOP LTIP Units granted to the reporting person as equity incentive compensation. The CCOP LTIP Units vest annually over a four-year period with the first 25% vesting on January 1, 2022, subject to continued service.

7. Reflects the acquisition of long-term incentive plan units ("CROP LTIP Units") of CROP, of which a wholly owned subsidiary of the Issuer is the sole general partner as of the effective time of the Partnership 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.

8. Represents CROP LTIP Units received by the reporting person at the effective time of the Partnership Merger. The CROP LTIP units are vested as of the date of issuance.

9. Represents CROP LTIP Units received by the reporting person at the effective time of the Partnership Merger. The CROP LTIP Units vest annually over a four-year period with the first 25% vesting on January 1, 2022, subject to continued service

10. 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.

11. 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.

	/s/ Adam Larson, Attorney-in-fact	05/11/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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