As filed with the Securities and Exchange Commission on March 30, 2020
Registration No. 333-215272
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 4 TO
FORM S-11
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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Cottonwood Communities, Inc.
(Exact name of Registrant as specified in its charter)
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6340 South 3000 East, Suite 500, Salt Lake City, UT 84121
(Address of principal executive offices) (Zip code)
(801) 278-0700
(Registrant's telephone number, including area code)
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Enzio Cassinis
Chief Executive Officer
Cottonwood Communities, Inc.
6340 South 3000 East, Suite 500
Salt Lake City, UT 84121
(801) 278-0700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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| Copies to: | ||||
| Darryl Steinhause, Esq. | Robert H. Bergdolt, Esq. | |||
| DLA Piper LLP (US) | Laura K. Sirianni, Esq. | |||
| 4365 Executive Drive, Suite 1100 | DLA Piper LLP (US) | |||
| San Diego, California 82121 | 4141 Parklake Avenue, Suite 300 | |||
| (858) 677-1400 | Raleigh, North Carolina 27612-2350 | |||
| (919) 786-2000 | ||||
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Approximate date of commencement of proposed sale to public: This post-effective amendment is being filed pursuant to Rule 462(d) under the Securities Act and will be effective upon filing.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. | ý |
| If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. | ☐ |
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. | ☐ |
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. | ý |
| Registration No. 333-215272 | |||
| If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. | ☐ | ||
| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act (Check One): | |||
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ý | Smaller reporting company | ý |
| Emerging growth company | ý | ||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ý | ||
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Explanatory Note
This Post-Effective Amendment No. 4 to the Registration Statement on Form S-11 (No. 333-215272) is filed pursuant to Rule 462(d) solely to add certain exhibits not previously filed with respect to such Registration Statement.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 36. Financial Statements and Exhibits
(b) Exhibits. The following exhibit is filed as part of this registration statement:
| Ex. | Description | |
| 23.3 | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, on the 30th day of March, 2020.
| COTTONWOOD COMMUNITIES, INC. | ||
| /s/ Adam Larson | ||
| Adam Larson, Chief Financial Officer | ||
| (Principal Financial Officer) | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
| Name | Date | |
| * | March 30, 2020 | |
| Enzio Cassinis, Chief Executive Officer and President | ||
| (Principal Executive Officer) | ||
| /s/ Adam Larson | March 30, 2020 | |
| Adam Larson, Chief Financial Officer | ||
| (Principal Financial Officer) | ||
| * | March 30, 2020 | |
| Susan Hallenberg, Chief Accounting Officer and Treasurer | ||
| (Principal Accounting Officer) | ||
| * | March 30, 2020 | |
| Daniel Shaeffer, Chairman of the Board and Director | ||
| * | March 30, 2020 | |
| Chad Christensen, Director | ||
| * | March 30, 2020 | |
| R. Brent Hardy, Independent Director | ||
| * | March 30, 2020 | |
| Gentry Jensen, Independent Director | ||
| * | March 30, 2020 | |
| John Lunt, Independent Director | ||
| * By: | /s/ Adam Larson | |
| Adam Larson, Chief Financial Officer and Attorney-in Fact | ||