| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | N/A | LTIP Units | Award | +5.8K | +8.59% | 73.3K | Jan 9, 2024 | Class I Common Stock, par value $0.01 per share | 5.8K | Direct | F1, F2, F3 | |||
| transaction | N/A | LTIP Units | Award | +14K | +19.06% | 87.3K | Jan 9, 2024 | Class I Common Stock, par value $0.01 per share | 14K | Direct | F2, F3, F4, F5 | |||
| holding | N/A | LTIP Units | 7.02K | Jan 9, 2024 | Class I Common Stock, par value $0.01 per share | 7.02K | Eric Marlin TTEE Eric R Marlin Living Trust | F2, F6, F7 |
| 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 9, 2024 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, 2025, 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 ("CROP Units") for all purposes. If such parity is reached, non-forfeitable LTIP Units automatically convert into CROP Units. CROP Units may be redeemed for cash equal to the net asset value ("NAV") per share, determined pursuant to valuation procedures adopted by the Issuer's board of directors, 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. |
| F3 | Reflects the aggregate number of LTIP Units currently held directly by the reporting person, and includes LTIP Units which automatically converted to CROP Units. See footnote 2 discussing the conversion of the LTIP Units. |
| F4 | The LTIP Units were granted to the reporting person by the board of directors of Cottonwood Residential II, Inc. ("CRII") based on a performance unit award made in January 2021, when the Operating Partnership was the operating partnership of CRII, and by the Issuer's board of directors based on a performance unit award made in January 2021. The reporting person earned 100% of the targeted number of performance units over a three-year performance period. The compensation committee of the Issuer's board of directors determined the number of LTIP Units earned on January 9, 2024. The LTIP Units fully vest on the first anniversary of the last day of the performance period, subject to continued employment with the Issuer, the Issuer's advisor or its affiliates and will be fully vested on December 31, 2024. |
| F5 | Represents the number of LTIP Units earned as of January 9, 2024 under the performance unit awards made in January 2021. |
| F6 | Represents LTIP Units granted to the reporting person as equity incentive compensation. The LTIP Units vested on May 7, 2021 and January 1, 2022. |
| F7 | Reflects the aggregate number of LTIP Units currently held indirectly by the reporting person, and includes LTIP Units which automatically converted to CROP Units. See footnote 2 discussing the conversion of the LTIP Units. |
Executive Vice President, Capital Markets