Eric Marlin - 08 Jan 2025 Form 4 Insider Report for Cottonwood Communities, Inc.

Role
Executive Vice President, Capital Markets
Signature
/s/ Adam Larson, attorney-in-fact
Issuer symbol
N/A
Transactions as of
08 Jan 2025
Net transactions value
$0
Form type
4
Filing time
10 Jan 2025, 15:43:04 UTC
Previous filing
11 Jan 2024
Next filing
06 Jan 2026
SEC
View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction LTIP Units Award +6,903 +7.9% 94,228 08 Jan 2025 Class I Common Stock, par value $0.01 per share 6,903 Direct F1, F2, F3
holding LTIP Units 7,024 08 Jan 2025 Class I Common Stock, par value $0.01 per share 7,024 Eric Marlin TTEE Eric R Marlin Living Trust F2, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

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 8, 2025 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, 2026, 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 by the reporting person, and includes 38,385.122 LTIP Units which automatically converted to CROP Units. See footnote 2 discussing the conversion of the LTIP Units.
F4 Represents LTIP Units granted to the reporting person as equity incentive compensation. The LTIP Units vested on May 7, 2021 and January 1, 2022.
F5 Reflects the aggregate number of LTIP Units currently held indirectly by the reporting person, and includes 7,023.521 LTIP Units which automatically converted to CROP Units. See footnote 2 discussing the conversion of the LTIP Units.

Remarks:

Executive Vice President, Capital Markets