Eric Marlin - Jan 7, 2022 Form 4 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: Jan 7, 2022
Transactions value $: $0
Form type: 4
Date filed: 1/11/2022, 03:30 PM
Previous filing: May 17, 2021
Next filing: Jan 10, 2023

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	LTIP Units	Award		+7.25K	+15.4%		54.3K	Jan 7, 2022	Class I Common Stock, par value $0.01 per share	7.25K		Direct	F1, F2

* 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 7, 2022 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, 2023, 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 ("OP Units") for all purposes. If such parity is reached, non-forfeitable LTIP Units may be converted into OP 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. LTIP Units do not have an expiration date.

Content

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 7, 2022 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, 2023, subject to continued service.

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 ("OP Units") for all purposes. If such parity is reached, non-forfeitable LTIP Units may be converted into OP 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. LTIP Units do not have an expiration date.

Remarks:

Executive Vice President, Capital Markets