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June 5, 2023
Adam Larson
Chief Financial Officer
Cottonwood Communities, Inc.
1245 E. Brickyard Road, Suite 250
Salt Lake City, UT 84106
Re:Cottonwood Communities, Inc.
Form 10-K for the year ended December 31, 2022
Filed March 24, 2023
Response dated February 17, 2023
File No. 000-56165
Dear Adam Larson:
            We have limited our review of your filing to the financial statements and related
disclosures as well as to your February 17, 2023 response letter and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our January 18,
2023 letter.
Form 10-K for the Year Ended December 31, 2022
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Funds From Operations, page 46
1.We have reviewed your response to comment 1.  In your response you state that the
Performance Allocation is compensation to the Advisor for services it provides under the
advisory and operating partnership agreements.  It appears your exclusion of the
performance participation allocation from your presentation of Core FFO is inconsistent
with Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations, as the performance participation allocation appears to represent a normal,

 FirstName LastNameAdam Larson
 Comapany NameCottonwood Communities, Inc.
 June 5, 2023 Page 2
 FirstName LastName
Adam Larson
Cottonwood Communities, Inc.
June 5, 2023
Page 2
recurring, cash operating expense necessary to operate your business.  Please revise your
calculation of Core FFO to omit the adjustment for performance participation allocation.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Organization and Offering Costs, page F-15
2.We note your disclosure that offering costs are paid through an adjustment to the purchase
price of the share or the distribution.  We further note your disclosure on page 42 that
there is a distribution fee for the Class T and Class D shares.  We further note your sale of
Class T and Class D shares during 2022 on your Consolidated Statements of
Stockholders’ Equity.  Please address the following:
•Please clarify for us and in your filing if you have recorded a liability for offering
costs that are not paid upfront.
•To the extent you do not record a liability for such offering cost, please tell us your
basis in U.S. GAAP for not recording such liability.  Within your response, please
reference the authoritative accounting literature management relied upon.
•Please tell us the amount of such offering costs, if any, that have not been accrued as
of December 31, 2022 and March 31, 2023.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-
3295 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction