Item 1.01 Entry into a Material Definitive Agreement

On January 9, 2020, Sun Communities, Inc. (the "Company"), as general partner of its operating subsidiary Sun Communities Operating Limited Partnership ("SCOLP"), entered into the First Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of SCOLP (the "Partnership Amendment"). The Partnership Amendment created a new class of OP units named the Series E Preferred Units.

The Series E Preferred Units provide for quarterly distributions of 5.25% per year until the second anniversary of their issuance date and 5.50% per year thereafter. Subject to certain limitations, each Series E Preferred Unit is exchangeable at any time after the first anniversary of its issuance date into that number of shares of the Company's common stock equal to the quotient obtained by dividing $100.00 by $145.00 (as such ratio is subject to adjustment for certain capital events). The Series E Preferred Units rank (i) senior to SCOLP's outstanding Common OP Units and Series A-3 Preferred Units, and (ii) junior to SCOLP's outstanding Preferred OP Units, Series A-1 Preferred Units, Series A-4 Preferred Units, Series C Preferred Units and Series D Preferred Units.

The foregoing description of the Partnership Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Partnership Amendment, a copy of which is attached hereto as Exhibit 10.1, and the terms of which are incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities

On January 9, 2020, SCOLP issued 90,000 Series E Preferred Units, at an issuance price of $100 per unit. All of these Series E Preferred Units were issued as consideration for the initial holder's contribution of certain assets to SCOLP.

The issuance by SCOLP of all of such securities was made in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended.

The description of the exchange rights applicable to Series E Preferred Units set forth in Item 1.01 above is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits




(d)    Exhibits.
Exhibit No. Description


10.1             First Amendment to the Fourth Amended and Restated Agreement of
               Limited Partnership of Sun Communities Operating Limited
               Partnership, dated January 9, 2020.

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