Chad Christensen - May 7, 2021 Form 4/A - Amendment Insider Report for Cottonwood Communities, Inc. (N/A)

Role: Executive Chairman of the Board of Directors, Director
Signature: /s/ Adam Larson, Attorney-in-fact
Stock symbol: N/A
Transactions as of: May 7, 2021
Transactions value $: $0
Form type: 4/A - Amendment
Date filed: 1/11/2022, 06:29 PM
Date Of Original Report: May 10, 2021
Previous filing: May 10, 2021
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
transaction	N/A	CROP LTIP Units	Other		+319K			319K	May 7, 2021	Class I Common Stock, par value $0.01 per share	319K		By Christensen Utah 2020 Trust	F1, F2, F3, F4, F5
transaction	N/A	CROP LTIP Units	Other		+118K			118K	May 7, 2021	Class I Common Stock, par value $0.01 per share	118K		Direct	F1, F2, F3, F4, F5

* 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 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.
F2	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.
F3	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.
F4	On May 10, 2021, the reporting person filed a Form 4 which disclosed 424,645.13 CROP LTIP Units held by Christensen Utah 2020 Trust. This amount inadvertently included CROP LTIP Units which were directly owned by the reporting person. It also inadvertently omitted CROP LTIP Units held related to accrued dividends paid in additional CROP LTIP Units on an earned performance award of CROP LTIP Units. This amended report is being filed to correct these errors.
F5	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.

Remarks:

Executive Chairman of the Board of Directors