Gregg Christensen - May 6, 2021 Form 4 Insider Report for Cottonwood Communities, Inc. (N/A)

Role
Chief Legal Officer and Secretary
Signature
/s/ Adam Larson, Attorney-in-fact
Stock symbol
N/A
Transactions as of
May 6, 2021
Transactions value $
$200,000
Form type
4
Date filed
5/12/2021, 12:42 PM
Next filing
Jan 11, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction N/A Common Stock Purchase $200K +20K $10.00* 20K May 6, 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 N/A CROP LTIP Units Other +71.8K 71.8K May 7, 2021 Class I Common Stock, par value $0.01 per share 71.8K Direct F2, F3, F4, F5
transaction N/A CROP LTIP Units Other +15.2K 15.2K May 7, 2021 Class I Common Stock, par value $0.01 per share 15.2K Direct F2, F3, F4, F6
transaction N/A CROP LTIP Units Other +204K 204K May 7, 2021 Class I Common Stock, par value $0.01 per share 204K Direct F2, F3, F4, F7
transaction N/A CROP Units Other +3.48M 3.48M May 7, 2021 Class I Common Stock, par value $0.01 per share 3.48M By High Traverse Holdings, LLC F1, F2, F3, F8
transaction N/A CROP Units Other +43.9K 43.9K May 7, 2021 Class I Common Stock, par value $0.01 per share 43.9K By Spring Creek Holdings, 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 annually in equal installments 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 incentive 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.
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.

Remarks:

Chief Legal Officer and Secretary