POS EX

As filed with the Securities and Exchange Commission on March 30, 2020

Registration No. 333-215272

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 4 TO

FORM S-11

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

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Cottonwood Communities, Inc.

(Exact name of Registrant as specified in its charter)

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6340 South 3000 East, Suite 500, Salt Lake City, UT 84121

(Address of principal executive offices) (Zip code)

(801) 278-0700

(Registrant's telephone number, including area code)

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Enzio Cassinis

Chief Executive Officer

Cottonwood Communities, Inc.

6340 South 3000 East, Suite 500

Salt Lake City, UT 84121

(801) 278-0700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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	Copies to:
Darryl Steinhause, Esq.		Robert H. Bergdolt, Esq.
DLA Piper LLP (US)		Laura K. Sirianni, Esq.
4365 Executive Drive, Suite 1100		DLA Piper LLP (US)
San Diego, California 82121		4141 Parklake Avenue, Suite 300
(858) 677-1400		Raleigh, North Carolina 27612-2350
		(919) 786-2000

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Approximate date of commencement of proposed sale to public: This post-effective amendment is being filed pursuant to Rule 462(d) under the Securities Act and will be effective upon filing.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box.	ý
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.	☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.	☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.	ý

Registration No. 333-215272
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.			☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act (Check One):
Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	ý	Smaller reporting company	ý
		Emerging growth company	ý
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			ý

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Explanatory Note

This Post-Effective Amendment No. 4 to the Registration Statement on Form S-11 (No. 333-215272) is filed pursuant to Rule 462(d) solely to add certain exhibits not previously filed with respect to such Registration Statement.

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 36. Financial Statements and Exhibits

(b)    Exhibits. The following exhibit is filed as part of this registration statement:

Ex.	Description
23.3	Consent of KPMG, LLP

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, on the 30th day of March, 2020.

COTTONWOOD COMMUNITIES, INC.

/s/ Adam Larson

Adam Larson, Chief Financial Officer

(Principal Financial Officer)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Name	Date
*	March 30, 2020
Enzio Cassinis, Chief Executive Officer and President
(Principal Executive Officer)
/s/ Adam Larson	March 30, 2020
Adam Larson, Chief Financial Officer
(Principal Financial Officer)
*	March 30, 2020
Susan Hallenberg, Chief Accounting Officer and Treasurer
(Principal Accounting Officer)
*	March 30, 2020
Daniel Shaeffer, Chairman of the Board and Director
*	March 30, 2020
Chad Christensen, Director
*	March 30, 2020
R. Brent Hardy, Independent Director
*	March 30, 2020
Gentry Jensen, Independent Director
*	March 30, 2020
John Lunt, Independent Director

* By:	/s/ Adam Larson
	Adam Larson, Chief Financial Officer and Attorney-in Fact

EX-23.3

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Cottonwood Communities, Inc.:

We consent to the inclusion in the prospectus related to the registration statement (No. 333-215272) on Form S-11 of Cottonwood Communities, Inc. of our report dated March 25, 2020, with respect to the consolidated balance sheets of Cottonwood Communities, Inc. and subsidiaries as of December 31, 2019 and 2018, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2019, and the related notes (collectively, the “consolidated financial statements”), included herein and to the reference to our firm under the heading “Experts” in the prospectus.

/s/KPMG LLP

Denver, Colorado

March 30, 2020