Daniel Shaeffer - 06 Jan 2023 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 Jan 2023
Net transactions value: $0
Form type: 4
Filing time: 10 Jan 2023, 15:54:39 UTC
Previous filing: 29 Sep 2022
Next filing: 11 Jan 2024
SEC: View on sec.gov

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		LTIP Units	Award		+19,976	+8%		270,746	06 Jan 2023	Class I Common Stock, par value $0.01 per share	19,976		Direct	F1, F2, F3
holding		LTIP Units						436,973	06 Jan 2023	Class I Common Stock, par value $0.01 per share	436,973		By Cimarrona Legacy Utah Trust	F2, F4, F5

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

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	Reflects the aggregate number of LTIP Units currently held directly by the reporting person, and includes LTIP Units which automatically converted to CROP Units. See footnote 2 discussing the conversion of the LTIP Units.
F4	Represents LTIP Units granted to the reporting person as equity incentive compensation. The LTIP Units vested on May 7, 2021.
F5	Reflects the aggregate number of LTIP Units currently held indirectly by the reporting person, and includes LTIP Units which automatically converted to CROP Units. See footnote 2 discussing the conversion of the LTIP Units.