COTTONWOOD MULTIFAMILY REIT I, INC.
6340 SOUTH 3000 EAST, SUITE 500
SALT LAKE CITY, UTAH 84121
May 25, 2016
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance – Office of Real Estate and Commodities
100 F Street, N.E.
Washington, D.C. 20549-3010
Attn: Sandra Hunter, Staff Attorney
| Re: | Cottonwood Multifamily REIT I, Inc. |
| Offering Statement on Form 1-A, as amended |
| File No. 024-10527 |
Ladies and Gentlemen:
Pursuant to Rule 252(e) promulgated under the Securities Act of 1933, as amended, Cottonwood Multifamily REIT I, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the qualification date of the above-referenced Offering Statement in order that the Offering Statement shall become qualified on Friday, May 27, 2016 or as soon thereafter as practicable.
In connection with the acceleration request, the Company hereby acknowledges that:
| • | should the Commission or the staff, acting pursuant to delegated authority, declare the Offering Statement qualified, it does not foreclose the Commission from taking any action with respect to the Offering Statement; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Offering Statement qualified, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Offering Statement; and |
| • | the Company may not assert staff comments and/or qualification as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Securities and Exchange Commission
Page 2
Please contact Darryl Steinhause of DLA Piper LLP (US), counsel to the Company, at (858) 638-6702 with any questions about this acceleration request. Please notify us when the delegated authority copy of the order of the Commission declaring the Offering Statement qualified has been executed.
Very truly yours,
COTTONWOOD MULTIFAMILY REIT I, INC., a
Maryland corporation
| By: | /s/ Daniel Shaeffer | |
| Daniel Shaeffer, Chief Executive Officer | ||