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May 16, 2022 5:49 PM EDT

As filed with the Securities and Exchange Commission on May 16, 2022

Registration No. 333-258754

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
POST-EFFECTIVE AMENDMENT NO. 8 TO
FORM S-11
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
________________________________

Cottonwood Communities, Inc.
(Exact name of Registrant as specified in its charter)
________________________________

1245 Brickyard Road, Suite 250
Salt Lake City, Utah 84106
(801) 278-0700
(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)
________________________________

Daniel Shaeffer
Chief Executive Officer
Cottonwood Communities, Inc.
1245 Brickyard Road, Suite 250
Salt Lake City, Utah 84106
(801) 278-0700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
________________________________

Copies to:

Darryl Steinhause, Esq.
DLA Piper LLP (US)
4365 Executive Drive, Suite 1100
San Diego, California 92121
(858) 677-1400
 Robert H. Bergdolt, Esq.
Laura K. Sirianni, Esq.
DLA Piper LLP (US)
4141 Parklake Avenue, Suite 300
Raleigh, North Carolina 27612-2350
(919) 786-2000
________________________________





Approximate date of commencement of proposed sale to public: This post-effective amendment is being filed pursuant to 462(d) under the Securities Act and will be effective upon filing.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box.ý
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.ý
Registration No. 333-258754

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act (Check One):
Large accelerated filer☐Accelerated filer☐
Non-accelerated filerýSmaller reporting companyý
Emerging growth companyý
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
ý

Explanatory Note
This Post-Effective Amendment No. 8 to the Registration Statement on Form S-11 (No. 333-258754) is filed pursuant to Rule 462(d) solely to add certain exhibits not previously filed with respect to such Registration Statement.



PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 36. Financial Statements and Exhibits
(b) Exhibits. The following exhibits are filed as part of this registration statement:





SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, on the 16th of May, 2022.
COTTONWOOD COMMUNITIES, INC.
/s/ Adam Larson
Adam Larson
Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Form S-11 Registration Statement has been signed by the following persons in the following capacities and on the dates indicated:
NameTitleDate
*
Chief Executive Officer and Director
(principal executive officer)
May 16, 2022
Daniel Shaeffer
*
Chief Accounting Officer and Treasurer
(principal accounting officer)
May 16, 2022
Susan Hallenberg
/s/ Adam Larson
Chief Financial Officer
(principal financial officer)
May 16, 2022
Adam Larson
*
Executive Chairman of the Board and Director
May 16, 2022
Chad Christensen
*
Director
May 16, 2022
Jonathan Gardner
*
Director
May 16, 2022
John Lunt
*
Director
May 16, 2022
Philip White
*By:
/s/ Adam Larson
Adam Larson
Chief Financial Officer and Attorney-in-fact



Exhibit 99.9
CONSENT OF INDEPENDENT VALUATION FIRM
We hereby consent to the reference to our name and the description of our role in the valuation process described in the heading “April 30, 2022 NAV Calculation” and the reference to our name in the heading “Experts” being included in Supplement No. 11 (filed on May 16, 2022) related to the Registration Statement on Form S-11 (File No. 333-258754) of Cottonwood Communities, Inc. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.
  
 /s/ Altus Group U.S. Inc.
 Altus Group U.S. Inc.
May 16, 2022 




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