SEC Form 3
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 05/07/2021 | 3. Issuer Name and Ticker or Trading Symbol Cottonwood Communities, Inc. [ N/A ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| CROP LTIP Units(1) | (2)(3) | (2) | Class I Common Stock, par value $0.01 per share | 5,909.995 | (2) | D | |
| CROP LTIP Units(1) | (2)(4) | (2) | Class I Common Stock, par value $0.01 per share | 12,216.945 | (2) | D | |
| CROP Units | (5) | (5) | Class I Common Stock, par value $0.01 per share | 3,633.045 | (5) | D | |
| Explanation of Responses: |
| 1. 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 the Issuer, with Merger Sub surviving the merger (the "REIT Merger"). Immediately following the REIT Merger, CCOP, merged with and into Cottonwood Residential O.P., LP ("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 CROP, the operating partnership of the Issuer following the CRII Merger. Following the CRII Merger and the change in general partner of CROP, the CROP LTIP Units became a derivative security of the Issuer. |
| 2. Reflects long-term incentive plan units ("CROP LTIP Units") of CROP, of which a wholly owned subsidiary of the Issuer is the sole general partner as of the effective time of the Partnership 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. |
| 3. Represents CROP LTIP Units received by the reporting person from CRII as equity compensation on January 2, 2021. The CROP LTIP Units vest annually in equal installments over a four-year period with the first 25% vesting on January 1, 2022, subject to continued service. |
| 4. Represents CROP LTIP Units received by the reporting person from CRII as equity incentive compensation from CRII. The CROP LTIP units are vested as of the date of filing. |
| 5. Represents CROP Units. CROP Units 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. The CROP Units are vested as of the date of issuance and have no expiration date. |
| Remarks: |
| /s/ Adam Larson, Attorney-in-fact | 05/17/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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. | ||