SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Marlin Eric (Last) (First) (Middle) 1245 BRICKYARD ROAD SUITE 250 (Street) SALT LAKE CITY UT 84106 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Cottonwood Communities, Inc. [ N/A ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) See Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 01/06/2023
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LTIP Units	(1)(2)	01/06/2023		A		3,938.583		(1)(2)	(2)	Class I Common Stock, par value $0.01 per share	3,938.583	(1)(2)	51,248.827(3)	D
LTIP Units	(2)(4)	01/06/2023		A		16,296.659(5)		(2)(4)	(2)	Class I Common Stock, par value $0.01 per share	16,296.659	(2)(4)	67,545.486(3)	D
LTIP Units	(2)							(6)	(2)	Class I Common Stock, par value $0.01 per share	7,023.521		7,023.521(7)	I	Eric Marlin TTEE Eric R Marlin Living Trust

Explanation of Responses:

1. 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 6, 2023 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, 2024, subject to continued service.

2. 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.

3. Reflects the aggregate number of LTIP Units currently held directly by the reporting person, and includes LTIP Units which automatically converted to CROP Units. See footnote 2 discussing the conversion of the LTIP Units.

4. The LTIP Units were granted to the reporting person by the board of directors of Cottonwood Residential II, Inc. ("CRII") based on a performance unit award made in January 2020, when the Operating Partnership was the operating partnership of CRII, and by the Issuer's board of directors based on a performance unit award made in March 2020. The reporting person earned 100% of the targeted number of performance units over a three-year performance period. The compensation committee of the Issuer's board of directors determined the number of LTIP Units earned on January 6, 2023. The LTIP Units fully vest on the first anniversary of the last day of the performance period, subject to continued employment with the Issuer, the Issuer's advisor or its affiliates and will be fully vested on December 31, 2023.

5. Represents the number of LTIP Units earned as of January 6, 2023 under the performance unit awards made in January and March 2020.

6. Represents LTIP Units granted to the reporting person as equity incentive compensation. The LTIP Units vested on May 7, 2021 and January 1, 2022.

7. Reflects the aggregate number of LTIP Units currently held indirectly by the reporting person, and includes LTIP Units which automatically converted to CROP Units. See footnote 2 discussing the conversion of the LTIP Units.

Remarks:

Executive Vice President, Capital Markets

	/s/ Adam Larson, attorney-in-fact	01/10/2023
	** 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 4 (b)(v).
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