0001209191-23-002756.txt : 20230110 0001209191-23-002756.hdr.sgml : 20230110 20230110154652 ACCESSION NUMBER: 0001209191-23-002756 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230106 FILED AS OF DATE: 20230110 DATE AS OF CHANGE: 20230110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hallenberg Susan CENTRAL INDEX KEY: 0001809971 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56165 FILM NUMBER: 23521066 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 1 doc4.xml FORM 4 SUBMISSION X0306 4 2023-01-06 0 0001692951 Cottonwood Communities, Inc. N/A 0001809971 Hallenberg Susan 1245 BRICKYARD ROAD SUITE 250 SALT LAKE CITY UT 84106 0 1 0 0 See Remarks LTIP Units 2023-01-06 4 A 0 3500.963 A Class I Common Stock, par value $0.01 per share 3500.963 50376.638 D LTIP Units 2023-01-06 4 A 0 15278.272 A Class I Common Stock, par value $0.01 per share 15278.272 65654.91 D The long-term incentive plan units ("LTIP Units") of Cottonwood Residential O.P., LP, a Delaware limited partnership ("Operating Partnership"), of which Cottonwood Communities, Inc., a Maryland corporation (the "Issuer"), is the sole member of the sole general partner, were granted to the reporting person on January 6, 2023 as equity incentive compensation. The LTIP Units vest annually in equal installments over a four-year period with the first 25% vesting on January 1, 2024, subject to continued service. Represents LTIP units granted to the reporting person as equity incentive compensation. Over time, the LTIP Units can achieve full parity with common units of limited partnership of the Operating Partnership ("CROP Units") for all purposes. If such parity is reached, non-forfeitable LTIP Units automatically convert into CROP Units. CROP Units may be redeemed for cash equal to the net asset value ("NAV") per share, determined pursuant to valuation procedures adopted by the Issuer's board of directors, 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. LTIP Units do not have an expiration date. Reflects the aggregate number of LTIP Units currently held by the reporting person, and includes LTIP Units which automatically converted to CROP Units. See footnote 2 discussing the conversion of the LTIP Units. The LTIP Units were granted to the reporting person by the board of directors of Cottonwood Residential II, Inc. ("CRII") based on a performance unit award made in January 2020, when the Operating Partnership was the operating partnership of CRII. The reporting person earned 100% of the targeted number of performance units over a three-year performance period. The compensation committee of the Issuer's board of directors determined the number of LTIP Units earned on January 6, 2023. The LTIP Units fully vest on the first anniversary of the last day of the performance period, subject to continued employment with the Issuer and will be fully vested on December 31, 2023. Represents the number of LTIP Units earned as of January 6, 2023 under the performance unit award made in January 2020. Chief Accounting Officer and Treasurer /s/ Adam Larson, attorney-in-fact 2023-01-10