Eric Marlin - May 7, 2021 Form 3 Insider Report for Cottonwood Communities, Inc. (N/A)

Role
Executive Vice President, Capital Markets
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, 05:22 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 12.5K Direct F1, F2, F3
holding N/A CROP LTIP Units May 7, 2021 Class I Common Stock, par value $0.01 per share 2.5K Direct F1, F2, F4
holding N/A CROP LTIP Units May 7, 2021 Class I Common Stock, par value $0.01 per share 2.5K Direct F1, F2, F5
holding N/A CROP LTIP Units May 7, 2021 Class I Common Stock, par value $0.01 per share 2.35K Direct F1, F2, F6
holding N/A CROP LTIP Units May 7, 2021 Class I Common Stock, par value $0.01 per share 3.31K Direct F1, F2, F7
holding N/A CROP LTIP Units May 7, 2021 Class I Common Stock, par value $0.01 per share 23.9K Direct F1, F2, F8
holding N/A CROP Units May 7, 2021 Class I Common Stock, par value $0.01 per share 3.48M By High Traverse Holdings, LLC F1, F9, F10
holding N/A CROP Units May 7, 2021 Class I Common Stock, par value $0.01 per share 31.3K Direct F1, F9
* 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 and CROP 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 at the effective time of the Partnership Merger. The CROP LTIP Units vest on a quarterly basis over a four-year period with the first 25% vesting on May 7, 2022, subject to continued service.
F4 Represents CROP LTIP Units received by the reporting person at the effective time of the Partnership Merger. The CROP LTIP units vest on a quarterly basis over a four-year period with the first 25% vesting on January 1, 2022, subject to continued service.
F5 Represents CROP LTIP Units received by the reporting person at the effective time of the Partnership Merger. The CROP LTIP Units are vested as of the date of issuance.
F6 Represents CROP LTIP Units received by the reporting person from CRII as equity incentive compensation. The CROP LTIP Units vest on a quarterly basis 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 from CRII as equity incentive compensation. The CROP LTIP units are vested as of the date of filing.
F8 Represents CROP LTIP Units received by the reporting person as equity incentive compensation. The CROP LTIP Units vest quarterly over a four-year period with the first 25% vesting on May 7, 2022, subject to continued service.
F9 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.
F10 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.

Remarks:

Executive Vice President, Capital Markets