SEC FORM 4/A

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Christensen Chad

(Last)

(First)

(Middle)

1245 BRICKYARD ROAD

SUITE 250

(Street)

SALT LAKE CITY

84106

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/10/2021

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
CROP LTIP Units	⁽¹⁾⁽²⁾⁽³⁾	05/07/2021		J⁽¹⁾⁽²⁾		319,261.02⁽¹⁾⁽²⁾⁽⁴⁾		⁽³⁾⁽⁵⁾	⁽³⁾	Class I Common Stock, par value $0.01 per share	319,261.02⁽⁴⁾	⁽³⁾	319,261.02⁽⁴⁾	I	By Christensen Utah 2020 Trust
CROP LTIP Units	⁽¹⁾⁽²⁾⁽³⁾	05/07/2021		J⁽¹⁾⁽²⁾		117,711.525⁽⁴⁾		⁽³⁾⁽⁵⁾	⁽³⁾	Class I Common Stock, par value $0.01 per share	117,711.525⁽⁴⁾	⁽³⁾	117,711.525⁽⁴⁾	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 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.

2. 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.

3. 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.

4. 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.

5. 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.

Remarks:

Executive Chairman of the Board of Directors

	/s/ Adam Larson, Attorney-in-fact	01/11/2022
	** 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 4 (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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