Daniel Shaeffer - 09 Jan 2024 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: 09 Jan 2024
Net transactions value: $0
Form type: 4
Filing time: 11 Jan 2024, 11:59:05 UTC
Previous filing: 10 Jan 2023
Next filing: 10 Jan 2025
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		+26,597	+9.8%		297,343	09 Jan 2024	Class I Common Stock, par value $0.01 per share	26,597		Direct	F1, F2, F3
transaction		LTIP Units	Award		+85,433	+29%		382,776	09 Jan 2024	Class I Common Stock, par value $0.01 per share	85,433		Direct	F2, F3, F4, F5
holding		LTIP Units						436,973	09 Jan 2024	Class I Common Stock, par value $0.01 per share	436,973		By Cimarrona Legacy Utah Trust	F2, F6, F7

* 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 9, 2024 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, 2025, 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	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 2021, 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 9, 2024. 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, 2024.
F5	Represents the number of LTIP Units earned as of January 9, 2024 under the performance unit award made in January 2021.
F6	Represents LTIP Units granted to the reporting person as equity incentive compensation. The LTIP Units vested on May 7, 2021.
F7	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.