SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Marlin Eric

(Last)

(First)

(Middle)

1245 BRICKYARD ROAD

SUITE 250

(Street)

SALT LAKE CITY

84106

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/07/2021

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
CROP LTIP Units⁽¹⁾	⁽²⁾⁽³⁾	⁽²⁾	Class I Common Stock, par value $0.01 per share	12,500	⁽²⁾	D
CROP LTIP Units⁽¹⁾	⁽²⁾⁽⁴⁾	⁽²⁾	Class I Common Stock, par value $0.01 per share	2,500	⁽²⁾	D
CROP LTIP Units⁽¹⁾	⁽²⁾⁽⁵⁾	⁽²⁾	Class I Common Stock, par value $0.01 per share	2,500	⁽²⁾	D
CROP LTIP Units⁽¹⁾	⁽²⁾⁽⁶⁾	⁽²⁾	Class I Common Stock, par value $0.01 per share	2,351.505	⁽²⁾	D
CROP LTIP Units⁽¹⁾	⁽²⁾⁽⁷⁾	⁽²⁾	Class I Common Stock, par value $0.01 per share	3,310.645	⁽²⁾	D
CROP LTIP Units⁽¹⁾	⁽²⁾⁽⁸⁾	⁽²⁾	Class I Common Stock, par value $0.01 per share	23,922.584	⁽²⁾	D
CROP Units⁽¹⁾	⁽⁹⁾	⁽⁹⁾	Class I Common Stock, par value $0.01 per share	3,481,504.91	⁽⁹⁾	I	By High Traverse Holdings, LLC⁽¹⁰⁾
CROP Units⁽¹⁾	⁽⁹⁾	⁽⁹⁾	Class I Common Stock, par value $0.01 per share	31,339.295	⁽⁹⁾	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

Remarks:

Executive Vice President, Capital Markets

	/s/ Adam Larson, Attorney-in-fact	05/17/2021
	** 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 5 (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).
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