Item 3.02. Unregistered Sales of Equity Securities. On January 4, Centerspace, LP, the operating partnership (the "Operating Partnership") of Centerspace (the "Company"), issued 209,155.68 Common Operating Partnership Units ("OP Units") to pay a portion of the purchase price of three real estate assets in Minneapolis, Minnesota (the "Acquired Properties"), comprising 267 homes, which had an aggregate purchase price of $68.1 million. For purposes of the acquisitions, the OP Units, which are convertible on a one-for-one basis to Common Shares of the Company.

The securities described in this Item 3.02 were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 of Regulation D promulgated thereunder. Each of the offerings was made to the owners of the Acquired Properties (the "Sellers"), each of whom was an "accredited investor" (as defined by Rule 501 under the Securities Act). The Company relied on these exemptions from registration based in part on the representations made by the Sellers, including the representations with respect to their status as accredited investors, as such term is defined in Rule 501(a) of the Securities Act, and their investment intent.

Item 7.01. Regulation FD Disclosure. On January 5, 2022, the Company issued a press release about the acquisition of the Acquired properties, as well as the acquisition of a property in Denver, Colorado, and preliminary sales results under the Company's At-the-Market Program for the fiscal quarter ended December 31, 2021. Pursuant to Item 7.01 of Form 8-K, a copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01 and Item 9.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.




ITEM 9.01  Financial Statements and Exhibits
(d)Exhibits
Exhibit
Number            Description

  99.1              Press Release dated January 5, 2022
104               Cover Page Interactive Data File - the cover page XBRL tags are embedded
                  within the Inline XBRL Document.

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