0001209191-21-033212.txt : 20210517 0001209191-21-033212.hdr.sgml : 20210517 20210517172254 ACCESSION NUMBER: 0001209191-21-033212 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210507 FILED AS OF DATE: 20210517 DATE AS OF CHANGE: 20210517 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Marlin Eric CENTRAL INDEX KEY: 0001862783 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56165 FILM NUMBER: 21932504 MAIL ADDRESS: STREET 1: C/O COTTONWOOD COMMUNITIES, INC. STREET 2: 1245 BRICKYARD ROAD, SUITE 250 CITY: SALT LAKE CITY STATE: UT ZIP: 84106 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-05-07 0 0001692951 Cottonwood Communities, Inc. N/A 0001862783 Marlin Eric 1245 BRICKYARD ROAD SUITE 250 SALT LAKE CITY UT 84106 0 1 0 0 See Remarks CROP LTIP Units Class I Common Stock, par value $0.01 per share 12500 D CROP LTIP Units Class I Common Stock, par value $0.01 per share 2500 D CROP LTIP Units Class I Common Stock, par value $0.01 per share 2500 D CROP LTIP Units Class I Common Stock, par value $0.01 per share 2351.505 D CROP LTIP Units Class I Common Stock, par value $0.01 per share 3310.645 D CROP LTIP Units Class I Common Stock, par value $0.01 per share 23922.584 D CROP Units Class I Common Stock, par value $0.01 per share 3481504.91 I By High Traverse Holdings, LLC CROP Units Class I Common Stock, par value $0.01 per share 31339.295 D 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. Following the CRII Merger and the change in general partner of CROP, the CROP LTIP Units and CROP Units became a derivative security of the Issuer. Reflects 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. Represents CROP LTIP Units received by the reporting person at the effective time of 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 at the effective time of the Partnership Merger. 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 at the effective time of the Partnership Merger. The CROP LTIP Units are vested as of the date of issuance. Represents CROP LTIP Units received by the reporting person from CRII as equity incentive compensation. 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 from CRII as equity incentive compensation. The CROP LTIP units are vested as of the date of filing. Represents CROP LTIP Units received by the reporting person as equity incentive compensation. The CROP LTIP Units vest quarterly over a four-year period with the first 25% vesting on May 7, 2022, subject to continued service. 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. 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. Executive Vice President, Capital Markets /s/ Adam Larson, Attorney-in-fact 2021-05-17 EX-24.3_985632 2 poa.txt POA DOCUMENT POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby constitutes and appoints each of Adam Larson, Gregg Christensen, Susan Hallenberg and Enzio A. Cassinis as the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Cottonwood Communities, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned's ownership, acquisition, or disposition of securities of the Company; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, or other form or report, and timely file such form or report with the United States Securities and Exchange Commission or similar authority (including any stock exchange if the securities of the Company are ever listed); and (3) take any other action of any type whatsoever in connection with the foregoing, which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of May, 2021. /s/ Eric Marlin Signature Eric Marlin Print Name