Item 1.01 Entry into Material Definitive Agreement.

On September 30, 2020, Sun Communities, Inc. (the "Company") entered into (a) a forward sale agreement (the "Initial Forward Sale Agreement") with Citibank, N.A., and (b) an underwriting agreement (the "Underwriting Agreement") with the Company's operating partnership, Sun Communities Operating Limited Partnership and, Citigroup Global Markets Inc., in its capacity (as agent for Citibank, N.A.), as the forward seller, Citibank, N.A., as the forward counterparty, and Citigroup Global Markets Inc. and BofA Securities, Inc., as representatives of the several underwriters named in Schedule II thereto (collectively, the "Underwriters"), relating to the issuance and sale of up to 9,200,000 shares (the "Shares") of the Company's common stock (the "Common Stock") at a public offering price of $139.50 per share, including an option to purchase up to 1,200,000 additional shares of Common Stock, which was exercised in full. In connection with the Underwriters' exercise in full of such option, on October 1, 2020, the Company entered into another forward sale agreement (together with the Initial Forward Sale Agreement, the "Forward Sale Agreements") with Citibank N.A. The offering of the Shares closed on October 5, 2020.

The offering and sale of the Shares has been registered under the Securities Act of 1933, as amended, pursuant to the Company's effective shelf registration statement on Form S-3 (Registration No. 333-224179).

The foregoing description of the Forward Sale Agreements and the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of each such agreement, copies of which are attached hereto as Exhibits 1.1, 1.2 and 1.3, respectively, and the terms of which are incorporated herein by reference.




Item 8.01   Other Events.



Press Releases

On September 30, 2020, the Company issued a press release announcing the commencement of the offering of the Shares. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

On September 30, 2020, the Company issued a press release announcing the pricing and upsizing of the offering of the Shares. A copy of the press release is attached as Exhibit 99.2 hereto and is incorporated herein by reference.




 Item 9.01     Financial Statements and Exhibits.

1.1 Forward Sale Agreement dated September 30, 2020 between Sun Communities, Inc. and Citibank, N.A.

1.2 Forward Sale Agreement dated October 1, 2020 between Sun Communities, Inc. and Citibank, N.A.

1.3 Underwriting Agreement dated September 30, 2020, among Sun Communities, Inc., Sun Communities Operating Limited Partnership, Citigroup Global Markets, Inc., in its capacity (as agent for Citibank, N.A.), as the forward seller, Citibank, N.A., as the forward counterparty, and Citigroup Global Markets Inc. and BofA Securities, Inc. as the representatives of the several underwriters named in Schedule II thereto

5.1 Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, a Professional Corporation

23.1 C onsent of Baker, Donelson, Bearman, Caldwell & Berkowitz, a Professional Corporation (included in Exhibit 5.1)



99.1      Press Release dated     September     30    ,     2020

99.2      Press Release dated September     30    , 2020

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