0001209191-22-002975.txt : 20220111 0001209191-22-002975.hdr.sgml : 20220111 20220111192148 ACCESSION NUMBER: 0001209191-22-002975 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210507 FILED AS OF DATE: 20220111 DATE AS OF CHANGE: 20220111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shaeffer Daniel CENTRAL INDEX KEY: 0001809749 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-56165 FILM NUMBER: 22525146 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/A 1 doc4a.xml FORM 4/A SUBMISSION X0306 4/A 2021-05-07 2021-05-10 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 CROP LTIP Units 2021-05-07 4 J 0 319261.02 A Class I Common Stock, par value $0.01 per share 319261.02 319261.02 I By Cimarrona Legacy Utah Trust CROP LTIP Units 2021-05-07 4 J 0 117711.525 A Class I Common Stock, par value $0.01 per share 117711.525 117711.525 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 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. On May 10, 2021, the reporting person filed a Form 4 which disclosed 424,645.13 CROP LTIP Units held by Cimarrona Legacy Utah Trust. This amount inadvertently included CROP LTIP Units which were directly owned by the reporting person. It also inadvertently omitted CROP LTIP Units held related to accrued dividends paid in additional CROP LTIP Units on an earned performance award of CROP LTIP Units. This amended report is being filed to correct these errors. 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 /s/ Adam Larson, Attorney-in-fact 2022-01-11