Item 1.01 Entry into Material Definitive Agreement

On December 31, 2020, Sun Communities, Inc. (the "Company"), as general partner of its operating subsidiary Sun Communities Operating Limited Partnership ("SCOLP"), entered into the Eighth 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 Series I Preferred Units.

The Series I Preferred Units provide for quarterly distributions on the $100.00 per unit issue price of 3.00% per year. Subject to certain limitations, each Series I Preferred Unit will be exchangeable at any time after its issuance date into that number of shares of the Company's common stock ("Common Stock") equal to the quotient obtained by dividing $100.00 by $164.00 (as such ratio is subject to adjustment for certain capital events). The Series I 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, Series D Preferred Units, Series E Preferred Units, Series F Preferred Units, Series G Preferred Units, Series H Preferred Units and any other partnership units that specifically provide that they will rank senior to the Series I Preferred Units. Subject to certain limitations, the holders of Series I Preferred Units will have the right to cause SCOLP to redeem all or a portion of their Series I Preferred Units for $100.00 per unit (plus any accrued but unpaid distributions) any time after the earlier of: (i) the fifth anniversary of the issuance date of the Series I Preferred Units; or (ii) if the holder of the Series I Preferred Units is a natural person, after SCOLP's receipt of the notice of the death of such holder.

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 Sale of Equity Securities

On December 31, 2020, SCOLP issued 922,000 Series I Preferred Units at an issuance price of $100 per unit and 130,475 common OP units (the "Common Units") at an issuance price of $141.3294 per unit. All of the Series I Preferred Units and Common Units were issued as consideration for the initial holder's contribution of certain assets to SCOLP.

The issuance by SCOLP of the Series I Preferred Units and Common Units 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 I Preferred Units set forth in Item 1.01 above is incorporated herein by reference. Each Common Unit is exchangeable at any time (subject to certain limited exceptions) at the holder's option for one share of the Company's Common Stock.

The Company has agreed to use its commercially reasonable efforts to register the resale of the shares of Common Stock underlying the Series I Preferred Units and Common Units within 150 days after December 31, 2020.

Notwithstanding the foregoing exchange and registration rights, the initial holder of the Series I Preferred Units and Common Units has agreed not to sell or otherwise dispose of the Series I Preferred Units or Common Units or the shares of Common Stock issuable upon the exchange of such securities for a period of 18 months after December 31, 2020, subject to certain limited exceptions.




Item 9.01   Financial Statements and Exhibits



(d)    Exhibits.

Exhibit No.         Description

10.1*                 Eighth Amendment to Agreement of Limited Partnership of Sun Communities
                    Operating Limited Partnership, dated December 31, 2020
104                 Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K because such schedules and exhibits do not contain information which is material to an investment decision or which is not otherwise disclosed in the filed agreements. The Company will furnish the omitted schedules and exhibits to the SEC upon request by the SEC.

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