| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | N/A | CCOP LTIP Units | Award | +7.5K | 7.5K | May 7, 2021 | Common Stock, par value $0.01 per share | 7.5K | Direct | F1, F2 | ||||
| transaction | N/A | CCOP LTIP Units | Disposed to Issuer | -7.5K | -100% | 0 | May 7, 2021 | Common Stock, par value $0.01 per share | 0 | Direct | F1, F2, F3, F4, F5 | |||
| transaction | N/A | CROP LTIP Units | Award | +7.5K | 7.5K | May 7, 2021 | Common Stock, par value $0.01 per share | 7.5K | Direct | F3, F4, F6, F7 | ||||
| transaction | N/A | CROP LTIP Units | Other | +12.6K | 12.6K | May 7, 2021 | Common Stock, par value $0.01 per share | 12.6K | Direct | F3, F4, F6, F8, F9 | ||||
| transaction | N/A | CROP LTIP Units | Other | +6.08K | 6.08K | May 7, 2021 | Common Stock, par value $0.01 per share | 6.08K | Direct | F3, F4, F6, F8, F10 | ||||
| transaction | N/A | CROP Units | Other | +3.63K | 3.63K | May 7, 2021 | Class I Common Stock, par value $0.01 per share | 3.63K | By Ravinnia, LLC | F3, F11 |
| Id | Content |
|---|---|
| F1 | The long-term incentive plan units ("CCOP LTIP Units") of Cottonwood Communities O.P., LP, a Delaware limited partnership ("CCOP"), of which Cottonwood Communities, Inc., a Maryland corporation (the "Issuer"), was the sole general partner prior to the effective time of the CRII Merger (as defined herein), were granted to the reporting person on May 7, 2021, as equity incentive compensation. The CCOP LTIP Units vest annually in equal installments over a four-year period with the first 25% vesting on May 7, 2022, subject to continued service. |
| F2 | Represents CCOP LTIP Units granted to the reporting person as equity incentive compensation. Over time, CCOP LTIP Units can achieve full parity with common units of limited partnership of CCOP ("CCOP Units") for all purposes. If such parity is reached, non-forfeitable CCOP LTIP Units may be converted into CCOP Units and then may be redeemed for cash equal to the then-current market value of one share of the Issuer's common stock or, at the Issuer's election, for shares of the Issuer's common stock on a one-for-one basis. CCOP LTIP Units do not have an expiration date. |
| F3 | 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 the Issuer, with Merger Sub surviving the merger (the "REIT Merger"). Immediately following the REIT Merger, CCOP, merged with and into Cottonwood Residential O.P., LP ("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 CROP, the operating partnership of the Issuer following the CRII Merger. |
| F4 | At the effective time of the Partnership Merger, each issued and outstanding CCOP LTIP Unit (vested and unvested) converted into the right to receive one CROP LTIP Unit (as defined herein) and such units continue to have, and are subject to, the same terms and conditions (including vesting terms) set forth in the applicable CCOP vesting agreement, as in effect immediately prior to the effective time of the Partnership Merger. Following the CRII Merger and the change in general partner of CROP, the CROP LTIP Units became a derivative security of the Issuer. |
| F5 | Reflects the disposition of the CCOP LTIP Units in connection with the Partnership Merger. |
| F6 | Reflects the acquisition of long-term incentive plan units ("CROP LTIP Units") of CROP, of which a wholly owned subsidiary of the Issuer is the sole general partner as of the effective time of the Partnership 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. |
| F7 | Represents CROP LTIP Units received by the reporting person at the effective time of the Partnership Merger. The CROP LTIP Units vest annually in equal installments over a four-year period with the first 25% vesting on May 7, 2022, subject to continued service. |
| F8 | 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. |
| F9 | 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. |
| F10 | Represents CROP LTIP Units received by the reporting person as equity compensation on January 2, 2021. The CROP LTIP Units vest annually in equal installments over a four-year period with the first 25% vesting on January 1, 2022, subject to continued service. |
| F11 | Represents CROP Units. 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. The CROP 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 and the change in general partner of CROP, the units became a derivative security of the Issuer. |
Chief Accounting Officer and Treasurer