Jonathan S. Gardner - May 7, 2021 Form 3 Insider Report for Cottonwood Communities, Inc. (N/A)

Role: Director
Signature: /s/ Adam Larson, Attorney-in-fact
Stock symbol: N/A
Transactions as of: May 7, 2021
Transactions value $: $0
Form type: 3
Date filed: 5/17/2021, 05:09 PM
Next filing: Jan 11, 2022

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
holding	N/A	CROP LTIP Units							May 7, 2021	Class I Common Stock, par value $0.01 per share	786		Direct	F1, F2, F3
holding	N/A	CROP LTIP Units							May 7, 2021	Class I Common Stock, par value $0.01 per share	796		Direct	F1, F2, F4

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

Explanation of Responses:

Id	Content
F1	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. Following the CRII Merger and the change in general partner of CROP, the CROP LTIP Units became a derivative security of the Issuer.
F2	Reflects 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.
F3	Represents CROP LTIP Units received by the reporting person from CRII 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.
F4	Represents CROP LTIP Units received by the reporting person from CRII as equity compensation from CRII. The CROP LTIP units are vested as of the date of filing.