0001209191-21-031461.txt : 20210510 0001209191-21-031461.hdr.sgml : 20210510 20210510211750 ACCESSION NUMBER: 0001209191-21-031461 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210506 FILED AS OF DATE: 20210510 DATE AS OF CHANGE: 20210510 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shaeffer Daniel CENTRAL INDEX KEY: 0001809749 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56165 FILM NUMBER: 21909325 MAIL ADDRESS: STREET 1: 6340 SOUTH 3000 EAST STREET 2: SUITE 500 CITY: SALT LAKE CITY STATE: UT ZIP: 84121 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cottonwood Communities, Inc. CENTRAL INDEX KEY: 0001692951 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1245 BRICKYARD RD. STREET 2: SUITE 250 CITY: SALT LAKE CITY STATE: UT ZIP: 84106 BUSINESS PHONE: 801-278-0700 MAIL ADDRESS: STREET 1: 1245 BRICKYARD RD. STREET 2: SUITE 250 CITY: SALT LAKE CITY STATE: UT ZIP: 84106 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-05-06 0 0001692951 Cottonwood Communities, Inc. N/A 0001809749 Shaeffer Daniel 1245 BRICKYARD ROAD SUITE 250 SALT LAKE CITY UT 84106 1 1 0 0 Chief Executive Officer Class A Common Stock 2021-05-06 4 P 0 20000 10.00 A 20000 I By Cottonwood Communities Advisors, LLC CROP LTIP Units 2021-05-07 4 J 0 191380.67 A Class I Common Stock, par value $0.01 per share 191380.67 191380.67 D CROP LTIP Units 2021-05-07 4 J 0 35800.505 A Class I Common Stock, par value $0.01 per share 35800.505 227181.175 D CROP LTIP Units 2021-05-07 4 J 0 424645.13 A Class I Common Stock, par value $0.01 per share 424645.13 424645.13 I By Cimarrona Legacy Utah Trust CROP Units 2021-05-07 4 J 0 3481504.91 A Class I Common Stock, par value $0.01 per share 3481504.91 3481504.91 I By High Traverse Holdings, LLC CROP Units 2021-05-07 4 J 0 93963.48 A Class I Common Stock, par value $0.01 93963.48 93963.48 I By Cimaronna Capital, LLC 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 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. /s/ Adam Larson, Attorney-in-fact 2021-05-09