Daniel Shaeffer - 06 May 2021 Form 4 Insider Report for Cottonwood Communities, Inc.

Role: Chief Executive Officer, Director
Signature: /s/ Adam Larson, Attorney-in-fact
Issuer symbol: N/A
Transactions as of: 06 May 2021
Net transactions value: +$200,000
Form type: 4
Filing time: 10 May 2021, 21:17:50 UTC
Next filing: 11 Jan 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction		Class A Common Stock	Purchase	$200,000	+20,000		$10.00^*	20,000	06 May 2021	By Cottonwood Communities Advisors, LLC	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction		CROP LTIP Units	Other		+191,381			191,381	07 May 2021	Class I Common Stock, par value $0.01 per share	191,381		Direct	F2, F3, F4, F5
transaction		CROP LTIP Units	Other		+35,801	+19%		227,181	07 May 2021	Class I Common Stock, par value $0.01 per share	35,801		Direct	F2, F3, F4, F6
transaction		CROP LTIP Units	Other		+424,645			424,645	07 May 2021	Class I Common Stock, par value $0.01 per share	424,645		By Cimarrona Legacy Utah Trust	F2, F3, F4, F7
transaction		CROP Units	Other		+3,481,505			3,481,505	07 May 2021	Class I Common Stock, par value $0.01 per share	3,481,505		By High Traverse Holdings, LLC	F1, F2, F3, F8
transaction		CROP Units	Other		+93,963			93,963	07 May 2021	Class I Common Stock, par value $0.01	93,963		By Cimaronna Capital, LLC	F2, F3, F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
F2	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.
F3	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.
F4	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.
F5	Represents CROP LTIP Units received by the reporting person immediately prior to the Partnership Merger. The CROP LTIP Units vest on a quarterly basis over a four-year period with the first 25% vesting on May 7, 2022, subject to continued service.
F6	Represents CROP LTIP Units received by the reporting person as equity compensation on January 2, 2021. The CROP LTIP Units vest on a quarterly basis over a four-year period with the first 25% vesting on January 1, 2022, subject to continued service
F7	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
F8	Represents CROP Units in the Operating Partnership. CROP Units 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. The CROP Units are vested as of the date of issuance and have no expiration date.