0001209191-22-002976.txt : 20220111
0001209191-22-002976.hdr.sgml : 20220111
20220111192947
ACCESSION NUMBER: 0001209191-22-002976
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: Christensen Chad
CENTRAL INDEX KEY: 0001809725
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-56165
FILM NUMBER: 22525153
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
0001809725
Christensen Chad
1245 BRICKYARD ROAD
SUITE 250
SALT LAKE CITY
UT
84106
1
1
0
0
See Remarks
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 Christensen Utah 2020 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 Christensen Utah 2020 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.
Executive Chairman of the Board of Directors
/s/ Adam Larson, Attorney-in-fact
2022-01-11