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