This is the Primary Document downloaded from EDGAR on 9/17/2025 5:21:39 PM EST for EFDID 496619 and Accession Number 0001692951-25-000226.
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
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| OMB APPROVAL |
| OMB Number: |
3235-0076 |
| Estimated average burden |
| hours per response: |
4.00 |
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1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
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 |
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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? |
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| |
Other Banking & Financial Services |
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| |
Business Services |
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Energy |
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Health Care |
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| |
Manufacturing |
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Real Estate |
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Retailing |
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Restaurants |
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Technology |
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Travel |
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| |
Tourism & Travel Services |
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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) |
|
|
|
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? |
|
|
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? |
|
|
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 |
|
|
|
| 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 |
|
|
| ALABAMA |
| ALASKA |
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| HAWAII |
| IDAHO |
| ILLINOIS |
| INDIANA |
| IOWA |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MAINE |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSISSIPPI |
| MISSOURI |
| MONTANA |
| NEBRASKA |
| NEVADA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| NORTH DAKOTA |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| RHODE ISLAND |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VERMONT |
| VIRGINIA |
| WASHINGTON |
| WEST VIRGINIA |
| WISCONSIN |
| WYOMING |
|
| 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 |
|
|
|
| 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 |
|
|
|
| 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 |
|
|
| ALABAMA |
| ALASKA |
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| HAWAII |
| IDAHO |
| ILLINOIS |
| INDIANA |
| IOWA |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MAINE |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSISSIPPI |
| MISSOURI |
| MONTANA |
| NEBRASKA |
| NEVADA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| NORTH DAKOTA |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| RHODE ISLAND |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VERMONT |
| VIRGINIA |
| WASHINGTON |
| WEST VIRGINIA |
| WISCONSIN |
| WYOMING |
|
| 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 |
|
|
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| DELAWARE |
| FLORIDA |
| GEORGIA |
| ILLINOIS |
| KANSAS |
| MICHIGAN |
| MISSISSIPPI |
| MISSOURI |
| NORTH CAROLINA |
| NORTH DAKOTA |
| OHIO |
| OKLAHOMA |
| SOUTH CAROLINA |
| TENNESSEE |
| TEXAS |
| WISCONSIN |
|
| 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 |
|
|
|
| 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 |
|
|
|
| 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 |
|
|
| ALABAMA |
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| HAWAII |
| IDAHO |
| ILLINOIS |
| INDIANA |
| IOWA |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MAINE |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSISSIPPI |
| NEBRASKA |
| NEVADA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| NORTH DAKOTA |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| PUERTO RICO |
| RHODE ISLAND |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VERMONT |
| VIRGINIA |
| WASHINGTON |
| WISCONSIN |
| WYOMING |
|
| 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 |
|
|
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| IDAHO |
| ILLINOIS |
| INDIANA |
| IOWA |
| KANSAS |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MISSOURI |
| NEBRASKA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW YORK |
| NORTH CAROLINA |
| NORTH DAKOTA |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| PUERTO RICO |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VERMONT |
| VIRGINIA |
| WASHINGTON |
| WEST VIRGINIA |
| WISCONSIN |
|
| 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 |
|
|
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| FLORIDA |
| GEORGIA |
| IDAHO |
| ILLINOIS |
| INDIANA |
| IOWA |
| LOUISIANA |
| MICHIGAN |
| MINNESOTA |
| NEW MEXICO |
| NEW YORK |
| OHIO |
| OREGON |
| SOUTH CAROLINA |
| TEXAS |
| VIRGINIA |
| WASHINGTON |
|
| 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 |
|
|
| ALABAMA |
| ALASKA |
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| HAWAII |
| IDAHO |
| ILLINOIS |
| INDIANA |
| IOWA |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MAINE |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSISSIPPI |
| MISSOURI |
| MONTANA |
| NEBRASKA |
| NEVADA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| NORTH DAKOTA |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| RHODE ISLAND |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VERMONT |
| VIRGINIA |
| WASHINGTON |
| WEST VIRGINIA |
| WISCONSIN |
| WYOMING |
|
| 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 |
|
|
| ALABAMA |
| ALASKA |
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DELAWARE |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| GEORGIA |
| HAWAII |
| IDAHO |
| ILLINOIS |
| INDIANA |
| IOWA |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MAINE |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSISSIPPI |
| MISSOURI |
| NEBRASKA |
| NEVADA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| NORTH DAKOTA |
| OHIO |
| OKLAHOMA |
| OREGON |
| PENNSYLVANIA |
| RHODE ISLAND |
| SOUTH CAROLINA |
| SOUTH DAKOTA |
| TENNESSEE |
| TEXAS |
| UTAH |
| VERMONT |
| VIRGINIA |
| WASHINGTON |
| WEST VIRGINIA |
| WISCONSIN |
| WYOMING |
|
| 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 |
|
|
| ARIZONA |
| CALIFORNIA |
| HAWAII |
| NEVADA |
| NEW MEXICO |
| TEXAS |
| 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 |
|
|
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| FLORIDA |
| GEORGIA |
| IDAHO |
| INDIANA |
| MASSACHUSETTS |
| NEVADA |
| NEW JERSEY |
| OHIO |
| OREGON |
| TENNESSEE |
| TEXAS |
| UTAH |
| WASHINGTON |
| WYOMING |
|
| 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 |
|
|
|
| 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 |
|
|
| COLORADO |
| FLORIDA |
| NORTH CAROLINA |
| TENNESSEE |
| TEXAS |
| VIRGINIA |
| 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 |
|
|
| CALIFORNIA |
| FLORIDA |
| GEORGIA |
| KENTUCKY |
| MAINE |
| NORTH CAROLINA |
| SOUTH CAROLINA |
| TENNESSEE |
| TEXAS |
| VIRGINIA |
| 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 |
|
|
| COLORADO |
| FLORIDA |
| GEORGIA |
| KENTUCKY |
| NORTH CAROLINA |
| TENNESSEE |
| TEXAS |
| VIRGINIA |
| 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 |
|
|
| ALABAMA |
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| FLORIDA |
| GEORGIA |
| IDAHO |
| ILLINOIS |
| INDIANA |
| MISSISSIPPI |
| MISSOURI |
| NEVADA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW YORK |
| OHIO |
| OKLAHOMA |
| OREGON |
| SOUTH CAROLINA |
| TEXAS |
| WASHINGTON |
|
| 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 |
|
|
| ARIZONA |
| CONNECTICUT |
| FLORIDA |
| NEW JERSEY |
| NEW YORK |
| NORTH CAROLINA |
| OREGON |
| PENNSYLVANIA |
| SOUTH CAROLINA |
|
| 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 |
|
|
| ARIZONA |
| DELAWARE |
| FLORIDA |
| GEORGIA |
| LOUISIANA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW YORK |
| NORTH CAROLINA |
| OHIO |
| PENNSYLVANIA |
| SOUTH CAROLINA |
|
| 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 |
|
|
| ARIZONA |
| CONNECTICUT |
| DELAWARE |
| FLORIDA |
| GEORGIA |
| IDAHO |
| LOUISIANA |
| NEW HAMPSHIRE |
| NEW JERSEY |
| NEW YORK |
| NORTH CAROLINA |
| OHIO |
| PENNSYLVANIA |
| SOUTH CAROLINA |
| 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 |
|
|
| ALABAMA |
| CALIFORNIA |
| COLORADO |
| FLORIDA |
| GEORGIA |
| ILLINOIS |
| INDIANA |
| KANSAS |
| KENTUCKY |
| LOUISIANA |
| MARYLAND |
| MICHIGAN |
| NEVADA |
| NEW YORK |
| NORTH CAROLINA |
| OHIO |
| OREGON |
| SOUTH CAROLINA |
| TENNESSEE |
| TEXAS |
| VERMONT |
| VIRGINIA |
| WISCONSIN |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Carmine Joseph Passante |
4151032 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Ausdal Financial Partners, Inc. |
7995 |
| Street Address 1 |
Street Address 2 |
| 68 S Service Road, Suite 100 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Melville |
NEW YORK |
11747 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| CONNECTICUT |
| FLORIDA |
| MARYLAND |
| NEW JERSEY |
| NEW YORK |
| VIRGINIA |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| William Lapiana |
4580411 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Ausdal Financial Partners, Inc. |
7995 |
| Street Address 1 |
Street Address 2 |
| 1430 Broadway, 21st Floor, Suite 100 |
| City |
State/Province/Country |
ZIP/Postal Code |
| New York |
NEW YORK |
10018 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| DISTRICT OF COLUMBIA |
| FLORIDA |
| ILLINOIS |
| KANSAS |
| MARYLAND |
| MASSACHUSETTS |
| MICHIGAN |
| MINNESOTA |
| MISSISSIPPI |
| NEVADA |
| NEW JERSEY |
| NEW YORK |
| NORTH CAROLINA |
| OKLAHOMA |
| PENNSYLVANIA |
| SOUTH CAROLINA |
| TENNESSEE |
| TEXAS |
| VIRGINIA |
| WASHINGTON |
| WISCONSIN |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Terry Jerome Heinrichs |
1980656 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Sanctuary Securities, Inc. |
205 |
| Street Address 1 |
Street Address 2 |
| 401 Charmany Dr. Suite 315 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Madison |
WISCONSIN |
53719 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ALABAMA |
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| CONNECTICUT |
| FLORIDA |
| GEORGIA |
| ILLINOIS |
| INDIANA |
| IOWA |
| KENTUCKY |
| LOUISIANA |
| MARYLAND |
| MICHIGAN |
| MINNESOTA |
| MISSOURI |
| NEBRASKA |
| NEVADA |
| NEW JERSEY |
| NEW MEXICO |
| NEW YORK |
| NORTH CAROLINA |
| OREGON |
| PENNSYLVANIA |
| SOUTH CAROLINA |
| TEXAS |
| VIRGINIA |
| WASHINGTON |
| WISCONSIN |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Edwin James Woolley |
4143172 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| United Planners' Financial Services of America A Limited Partner |
20804 |
| Street Address 1 |
Street Address 2 |
| 102 Main Ave. S Ste 7 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Twin Falls |
IDAHO |
83301 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| CALIFORNIA |
| COLORADO |
| FLORIDA |
| HAWAII |
| IDAHO |
| MICHIGAN |
| MINNESOTA |
| MONTANA |
| OREGON |
| SOUTH CAROLINA |
| TEXAS |
| UTAH |
| WASHINGTON |
| WISCONSIN |
| WYOMING |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Marc Alan Lippincott |
3253234 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| United Planners' Financial Services of America A Limited Partner |
20804 |
| Street Address 1 |
Street Address 2 |
| 7333 E. Doubletree Ranch Road #120 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Scottsdale |
ARIZONA |
85258 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARKANSAS |
| CALIFORNIA |
| ILLINOIS |
| INDIANA |
| MICHIGAN |
| OREGON |
| SOUTH CAROLINA |
| WASHINGTON |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Christopher Michael Dukes |
4712873 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Westpark Capital, Inc. |
39914 |
| Street Address 1 |
Street Address 2 |
| 31194 La Baya Dr., Suite 101 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Westlake Village |
CALIFORNIA |
91362 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| ARIZONA |
| ARKANSAS |
| CALIFORNIA |
| FLORIDA |
| HAWAII |
| IDAHO |
| INDIANA |
| KANSAS |
| KENTUCKY |
| MISSISSIPPI |
| NEBRASKA |
| NEVADA |
| SOUTH CAROLINA |
| TEXAS |
| WISCONSIN |
|
13. Offering and Sales Amounts
| Total Offering Amount |
$150,000,000
|
USD |
|
| Total Amount Sold |
$99,850,667
|
USD |
| Total Remaining to be Sold |
$50,149,333
|
USD |
|
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: |
|
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 |
$7,412,156
|
USD |
|
| Finders' Fees |
$0
|
USD |
|
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.
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 |
2025-09-17 |
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.