Cottonwood Communities D/A $150.00 mm in equity, sold $37.23 mm, 471 investors

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:	3235-0076
Estimated average burden
hours per response:	4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001692951

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Cottonwood Communities, Inc.

Jurisdiction of Incorporation/Organization

MARYLAND

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Cottonwood Communities, Inc.
Street Address 1		Street Address 2
1245 BRICKYARD RD.		SUITE 250
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
SALT LAKE CITY	UTAH	84106	801-278-0700

3. Related Persons

Last Name	First Name	Middle Name
Christensen	Gregg
Street Address 1	Street Address 2
1245 BRICKYARD RD., SUITE 250
City	State/Province/Country	ZIP/PostalCode
SALT LAKE CITY	UTAH	84106

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Legal Officer and Secretary

Last Name	First Name	Middle Name
Shaeffer	Daniel
Street Address 1	Street Address 2
1245 BRICKYARD RD., SUITE 250
City	State/Province/Country	ZIP/PostalCode
SALT LAKE CITY	UTAH	84106

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer

Last Name	First Name	Middle Name
Christensen	Chad
Street Address 1	Street Address 2
1245 BRICKYARD RD., SUITE 250
City	State/Province/Country	ZIP/PostalCode
SALT LAKE CITY	UTAH	84106

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Executive Chairman of the Board

Last Name	First Name	Middle Name
Cassinis	Enzio
Street Address 1	Street Address 2
1245 BRICKYARD RD., SUITE 250
City	State/Province/Country	ZIP/PostalCode
SALT LAKE CITY	UTAH	84106

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

President

Last Name	First Name	Middle Name
Larson	Adam
Street Address 1	Street Address 2
1245 BRICKYARD RD., SUITE 250
City	State/Province/Country	ZIP/PostalCode
SALT LAKE CITY	UTAH	84106

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer

Last Name	First Name	Middle Name
Rand	Glenn
Street Address 1	Street Address 2
1245 BRICKYARD RD., SUITE 250
City	State/Province/Country	ZIP/PostalCode
SALT LAKE CITY	UTAH	84106

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Operating Officer

Last Name	First Name	Middle Name
Hallenberg	Susan
Street Address 1	Street Address 2
1245 BRICKYARD RD., SUITE 250
City	State/Province/Country	ZIP/PostalCode
SALT LAKE CITY	UTAH	84106

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Accounting Officer and Treasurer

Last Name	First Name	Middle Name
Hanks	Stan
Street Address 1	Street Address 2
1245 BRICKYARD RD., SUITE 250
City	State/Province/Country	ZIP/PostalCode
SALT LAKE CITY	UTAH	84106

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Development Officer

Last Name	First Name	Middle Name
Marlin	Eric
Street Address 1	Street Address 2
1245 BRICKYARD RD., SUITE 250
City	State/Province/Country	ZIP/PostalCode
SALT LAKE CITY	UTAH	84106

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Vice President, Capital Markets

Last Name	First Name	Middle Name
Fredenberg	Paul
Street Address 1	Street Address 2
1245 BRICKYARD RD., SUITE 250
City	State/Province/Country	ZIP/PostalCode
SALT LAKE CITY	UTAH	84106

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Investment Officer

Last Name	First Name	Middle Name
Gardner	Jonathan
Street Address 1	Street Address 2
1245 BRICKYARD RD., SUITE 250
City	State/Province/Country	ZIP/PostalCode
SALT LAKE CITY	UTAH	84106

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lunt	John
Street Address 1	Street Address 2
1245 BRICKYARD RD., SUITE 250
City	State/Province/Country	ZIP/PostalCode
SALT LAKE CITY	UTAH	84106

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
White	Philip
Street Address 1	Street Address 2
1245 BRICKYARD RD., SUITE 250
City	State/Province/Country	ZIP/PostalCode
SALT LAKE CITY	UTAH	84106

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture Banking & Financial Services Commercial Banking Insurance Investing Investment Banking Pooled Investment Fund Is the issuer registered as an investment company under the Investment Company Act of 1940? Yes No Other Banking & Financial Services Business Services Energy Coal Mining Electric Utilities Energy Conservation Environmental Services Oil & Gas Other Energy

Health Care Biotechnology Health Insurance Hospitals & Physicians Pharmaceuticals Other Health Care Manufacturing Real Estate Commercial Construction REITS & Finance X Residential Other Real Estate

Retailing Restaurants Technology Computers Telecommunications Other Technology Travel Airlines & Airports Lodging & Conventions Tourism & Travel Services Other Travel Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

	Rule 504(b)(1) (not (i), (ii) or (iii))
	Rule 504 (b)(1)(i)
	Rule 504 (b)(1)(ii)
	Rule 504 (b)(1)(iii)
X	Rule 506(b)
	Rule 506(c)
	Securities Act Section 4(a)(5)

X Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)  

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

X Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

	New Notice	Date of First Sale	2023-11-13	First Sale Yet to Occur
X	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? X Yes No

9. Type(s) of Securities Offered (select all that apply)

X	Equity	Pooled Investment Fund Interests
	Debt	Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security	Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $25,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Arkadios Capital	282710
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
2827 Peachtree Rd NE	Suite 510
City	State/Province/Country	ZIP/Postal Code
Atlanta	GEORGIA	30305
State(s) of Solicitation (select all that apply) Check “All States” or check individual States X All States	Foreign/non-US

Recipient	Recipient CRD Number None
Berthel, Fisher & Company Financial Services, Inc.	13609
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
4201 42nd Street NE	Suite 100
City	State/Province/Country	ZIP/Postal Code
Cedar Rapids	IOWA	52402
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
DELAWARE HAWAII TEXAS MASSACHUSETTS MARYLAND IOWA MAINE IDAHO MICHIGAN UTAH MINNESOTA MISSOURI ILLINOIS INDIANA MISSISSIPPI MONTANA ALASKA ALABAMA VIRGINIA ARKANSAS NORTH CAROLINA NORTH DAKOTA NEBRASKA RHODE ISLAND ARIZONA NEW HAMPSHIRE NEW JERSEY VERMONT NEW MEXICO FLORIDA NEVADA WASHINGTON NEW YORK SOUTH CAROLINA SOUTH DAKOTA WISCONSIN OHIO GEORGIA OKLAHOMA CALIFORNIA WEST VIRGINIA WYOMING OREGON KANSAS COLORADO KENTUCKY CONNECTICUT PENNSYLVANIA LOUISIANA TENNESSEE DISTRICT OF COLUMBIA

Recipient	Recipient CRD Number None
Cambridge Investment Research Inc	39543
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
1776 Pleasant Plain Rd
City	State/Province/Country	ZIP/Postal Code
Fairfield	IOWA	52556-8757
State(s) of Solicitation (select all that apply) Check “All States” or check individual States X All States	X Foreign/non-US

Recipient	Recipient CRD Number None
Centaurus Financial, Inc	30833
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
2300 E. Katella Avenue	Suite No. 200
City	State/Province/Country	ZIP/Postal Code
Anaheim	CALIFORNIA	92806
State(s) of Solicitation (select all that apply) Check “All States” or check individual States X All States	X Foreign/non-US

Recipient	Recipient CRD Number None
Concorde Investment Services, LLC	151604
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
3909 Research Park Drive	Suite 200
City	State/Province/Country	ZIP/Postal Code
Ann Arbor	MICHIGAN	48108
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
DELAWARE HAWAII TEXAS MASSACHUSETTS MARYLAND IOWA MAINE IDAHO MICHIGAN UTAH MINNESOTA MISSOURI ILLINOIS INDIANA MISSISSIPPI MONTANA ALASKA ALABAMA VIRGINIA ARKANSAS NORTH CAROLINA NORTH DAKOTA NEBRASKA RHODE ISLAND ARIZONA NEW HAMPSHIRE NEW JERSEY VERMONT NEW MEXICO FLORIDA NEVADA WASHINGTON NEW YORK SOUTH CAROLINA SOUTH DAKOTA WISCONSIN OHIO GEORGIA OKLAHOMA CALIFORNIA WEST VIRGINIA WYOMING OREGON KANSAS COLORADO KENTUCKY CONNECTICUT PENNSYLVANIA LOUISIANA TENNESSEE DISTRICT OF COLUMBIA

Recipient	Recipient CRD Number None
Charles Roy Bigbie III	1158301
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Geneos Wealth Management, Inc.	120894
Street Address 1	Street Address 2
7233 S 85th E Avenue	Suite No. 400
City	State/Province/Country	ZIP/Postal Code
Tulsa	OKLAHOMA	74133
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
DELAWARE MISSOURI ILLINOIS TEXAS FLORIDA MISSISSIPPI KANSAS COLORADO SOUTH CAROLINA ARKANSAS WISCONSIN NORTH CAROLINA NORTH DAKOTA ARIZONA OHIO GEORGIA TENNESSEE MICHIGAN OKLAHOMA CALIFORNIA

Recipient	Recipient CRD Number None
Independent Financial Group, LLC	7717
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
12671 High Bluff Drive	Suite 200
City	State/Province/Country	ZIP/Postal Code
San Diego	CALIFORNIA	92130
State(s) of Solicitation (select all that apply) Check “All States” or check individual States X All States	X Foreign/non-US

Recipient	Recipient CRD Number None
Madison Avenue Securities, LLC	23224
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
13500 Evening Creek Dr N	No. 555
City	State/Province/Country	ZIP/Postal Code
San Diego	CALIFORNIA	92128
State(s) of Solicitation (select all that apply) Check “All States” or check individual States X All States	X Foreign/non-US

Recipient	Recipient CRD Number None
Nationwide Planning Associates Inc.	31029
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
32-16 Broadway Ave, 2nd Floor
City	State/Province/Country	ZIP/Postal Code
Fair Lawn	NEW JERSEY	07410
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
DELAWARE HAWAII PUERTO RICO TEXAS FLORIDA NEVADA WASHINGTON NEW YORK SOUTH CAROLINA SOUTH DAKOTA WISCONSIN MASSACHUSETTS MARYLAND IOWA MAINE OHIO GEORGIA IDAHO MICHIGAN OKLAHOMA CALIFORNIA UTAH MINNESOTA WYOMING ILLINOIS OREGON INDIANA MISSISSIPPI KANSAS ALABAMA VIRGINIA COLORADO KENTUCKY ARKANSAS CONNECTICUT PENNSYLVANIA LOUISIANA NORTH CAROLINA NORTH DAKOTA NEBRASKA RHODE ISLAND ARIZONA NEW HAMPSHIRE TENNESSEE NEW JERSEY VERMONT DISTRICT OF COLUMBIA NEW MEXICO

Recipient	Recipient CRD Number None
Glenn William Fiocca	2566013
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Newbridge Securities Corporation	104065
Street Address 1	Street Address 2
6800 Jericho Turnpike	Suite 118E
City	State/Province/Country	ZIP/Postal Code
Syosset	NEW YORK	11791
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
DELAWARE PUERTO RICO TEXAS FLORIDA WASHINGTON NEW YORK SOUTH CAROLINA SOUTH DAKOTA WISCONSIN MASSACHUSETTS MARYLAND IOWA OHIO GEORGIA IDAHO MICHIGAN OKLAHOMA CALIFORNIA UTAH WEST VIRGINIA MISSOURI ILLINOIS OREGON INDIANA KANSAS VIRGINIA COLORADO ARKANSAS CONNECTICUT PENNSYLVANIA NORTH CAROLINA NORTH DAKOTA NEBRASKA NEW HAMPSHIRE TENNESSEE NEW JERSEY VERMONT DISTRICT OF COLUMBIA

Recipient	Recipient CRD Number None
Richard M Benedetti	4779697
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Newbridge Securities Corporation	104065
Street Address 1	Street Address 2
6800 Jericho Turnpike	Suite 118E
City	State/Province/Country	ZIP/Postal Code
Syosset	NEW YORK	11791
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MINNESOTA ILLINOIS OREGON TEXAS INDIANA FLORIDA WASHINGTON NEW YORK VIRGINIA COLORADO SOUTH CAROLINA CONNECTICUT LOUISIANA IOWA OHIO GEORGIA IDAHO MICHIGAN CALIFORNIA NEW MEXICO

Recipient	Recipient CRD Number None
Eric Richard Marlin	3256243
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Orchard Securities, LLC	133378
Street Address 1	Street Address 2
514 Via De La valle	Suite 300-B
City	State/Province/Country	ZIP/Postal Code
Solana Beach	CALIFORNIA	92075
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
DELAWARE HAWAII TEXAS MASSACHUSETTS MARYLAND IOWA MAINE IDAHO MICHIGAN UTAH MINNESOTA MISSOURI ILLINOIS INDIANA MISSISSIPPI MONTANA ALASKA ALABAMA VIRGINIA ARKANSAS NORTH CAROLINA NORTH DAKOTA NEBRASKA RHODE ISLAND ARIZONA NEW HAMPSHIRE NEW JERSEY VERMONT NEW MEXICO FLORIDA NEVADA WASHINGTON NEW YORK SOUTH CAROLINA SOUTH DAKOTA WISCONSIN OHIO GEORGIA OKLAHOMA CALIFORNIA WEST VIRGINIA WYOMING OREGON KANSAS COLORADO KENTUCKY CONNECTICUT PENNSYLVANIA LOUISIANA TENNESSEE DISTRICT OF COLUMBIA

Recipient	Recipient CRD Number None
Michelle Rebecca Langer	5048331
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Orchard Securities, LLC	133378
Street Address 1	Street Address 2
514 Via De La Valle	Suite 300-B
City	State/Province/Country	ZIP/Postal Code
Solana Beach	CALIFORNIA	92075
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
DELAWARE HAWAII TEXAS MASSACHUSETTS MARYLAND IOWA MAINE IDAHO MICHIGAN UTAH MINNESOTA MISSOURI ILLINOIS INDIANA MISSISSIPPI ALASKA ALABAMA VIRGINIA ARKANSAS NORTH CAROLINA NORTH DAKOTA NEBRASKA RHODE ISLAND ARIZONA NEW HAMPSHIRE NEW JERSEY VERMONT NEW MEXICO FLORIDA NEVADA WASHINGTON NEW YORK SOUTH CAROLINA SOUTH DAKOTA WISCONSIN OHIO GEORGIA OKLAHOMA CALIFORNIA WEST VIRGINIA WYOMING OREGON KANSAS COLORADO KENTUCKY CONNECTICUT PENNSYLVANIA LOUISIANA TENNESSEE DISTRICT OF COLUMBIA

Recipient	Recipient CRD Number None
Saul Damien Santoscoy-Dougherty	3269304
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Orchard Securities, LLC	133378
Street Address 1	Street Address 2
514 Via De La Valle	Suite 300-B
City	State/Province/Country	ZIP/Postal Code
Solana Beach	CALIFORNIA	92075
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
HAWAII TEXAS NEVADA ARIZONA CALIFORNIA NEW MEXICO UTAH

Recipient	Recipient CRD Number None
Raymond Cripps De Witt Jr.	2894063
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Realta Equities, Inc.	23769
Street Address 1	Street Address 2
392 E Winchester	No. 110
City	State/Province/Country	ZIP/Postal Code
Murray	UTAH	84107
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
WYOMING OREGON TEXAS INDIANA FLORIDA NEVADA WASHINGTON COLORADO MASSACHUSETTS ARIZONA OHIO GEORGIA TENNESSEE IDAHO NEW JERSEY CALIFORNIA UTAH

Recipient	Recipient CRD Number None
Reed Michael O'Brien	2123928
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Realta Equities, Inc.	23769
Street Address 1	Street Address 2
1853 William Penn Way	Suite 19
City	State/Province/Country	ZIP/Postal Code
Lancaster	PENNSYLVANIA	17601
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
PENNSYLVANIA

Recipient	Recipient CRD Number None
Thomas Samuel Lisk	5010650
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Realta Equities, Inc.	23769
Street Address 1	Street Address 2
951 Cumberland Street
City	State/Province/Country	ZIP/Postal Code
Bristol	VIRGINIA	24201
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
TEXAS NORTH CAROLINA FLORIDA TENNESSEE VIRGINIA COLORADO WEST VIRGINIA

Recipient	Recipient CRD Number None
Jack Robert Thacker Jr.	2754773
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Realta Equities, Inc.	23769
Street Address 1	Street Address 2
951 Cumberland Street
City	State/Province/Country	ZIP/Postal Code
Bristol	VIRGINIA	24201
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
SOUTH CAROLINA TEXAS NORTH CAROLINA FLORIDA MAINE GEORGIA TENNESSEE VIRGINIA CALIFORNIA KENTUCKY WEST VIRGINIA

Recipient	Recipient CRD Number None
Amy White Widener	3111888
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Realta Equities, Inc.	23769
Street Address 1	Street Address 2
951 Cumberland Street
City	State/Province/Country	ZIP/Postal Code
Bristol	VIRGINIA	24201
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
TEXAS NORTH CAROLINA FLORIDA GEORGIA TENNESSEE VIRGINIA COLORADO KENTUCKY WEST VIRGINIA

Recipient	Recipient CRD Number None
Cheryl Lyn Knight	1854248
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
The Strategic Financial Alliance, Inc.	126514
Street Address 1	Street Address 2
26632 Towne Centre Drive	Suite 300
City	State/Province/Country	ZIP/Postal Code
Foothill Ranch	CALIFORNIA	92610
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MISSOURI ILLINOIS OREGON TEXAS INDIANA FLORIDA MISSISSIPPI NEVADA WASHINGTON ALABAMA NEW YORK COLORADO SOUTH CAROLINA ARIZONA OHIO GEORGIA NEW HAMPSHIRE IDAHO NEW JERSEY OKLAHOMA CALIFORNIA

Recipient	Recipient CRD Number None
Kevin William Cassidy	3208815
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
The Strategic Financial Alliance, Inc.	126514
Street Address 1	Street Address 2
330 Sunrise Hwy	Suite 110
City	State/Province/Country	ZIP/Postal Code
Rockville Centre	NEW YORK	11570
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
SOUTH CAROLINA CONNECTICUT PENNSYLVANIA OREGON NORTH CAROLINA FLORIDA ARIZONA NEW YORK NEW JERSEY

Recipient	Recipient CRD Number None
Jason Rocco D'Amelio	4495800
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
The Strategic Financial Alliance, Inc.	126514
Street Address 1	Street Address 2
330 Sunrise Hwy	Suite 110
City	State/Province/Country	ZIP/Postal Code
Rockville Centre	NEW YORK	11570
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
SOUTH CAROLINA DELAWARE PENNSYLVANIA LOUISIANA NORTH CAROLINA FLORIDA ARIZONA OHIO GEORGIA NEW HAMPSHIRE NEW YORK NEW JERSEY

Recipient	Recipient CRD Number None
Shane Harold Siederman	2563921
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
The Strategic Financial Alliance, Inc.	126514
Street Address 1	Street Address 2
330 Sunrise Hwy	Suite 110
City	State/Province/Country	ZIP/Postal Code
Rockville Centre	NEW YORK	11570
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
DELAWARE FLORIDA NEW YORK SOUTH CAROLINA CONNECTICUT PENNSYLVANIA LOUISIANA NORTH CAROLINA ARIZONA OHIO GEORGIA NEW HAMPSHIRE IDAHO NEW JERSEY VERMONT

Recipient	Recipient CRD Number None
Warren D Prehmus	1875927
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
The Strategic Financial Alliance, Inc.	126514
Street Address 1	Street Address 2
3930 East Jones Bridge Road	175
City	State/Province/Country	ZIP/Postal Code
Peachtree Corners	GEORGIA	30092
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
ILLINOIS OREGON TEXAS INDIANA FLORIDA KANSAS NEVADA ALABAMA NEW YORK VIRGINIA COLORADO KENTUCKY SOUTH CAROLINA WISCONSIN LOUISIANA NORTH CAROLINA MARYLAND OHIO GEORGIA TENNESSEE MICHIGAN CALIFORNIA VERMONT

13. Offering and Sales Amounts

Total Offering Amount	$150,000,000	USD	or Indefinite
Total Amount Sold	$37,234,453	USD
Total Remaining to be Sold	$112,765,547	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

471

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$3,116,566	USD	X Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Cottonwood Communities, Inc.	/s/ Adam Larson	Adam Larson	Chief Financial Officer	2024-09-24

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.