X0306 4 2014-12-03 1 0001455271 Griffin-American Healthcare REIT II, Inc. NONE 0001397834 Johnson Shannon Kathleen S C/O GRIFFIN-AMERICAN HEALTHCARE REIT II, INC., 18191 VON KARMAN AVE., SUITE 300 IRVINE CA 92612 0 1 0 0 Chief Financial Officer Common Stock 2014-12-03 4 D 0 27638 D 0 I By Johnson Revocable Trust, DTD 12/27/2006 Phantom Stock 2015-01-17 Common Stock 5436 5436 D Phantom Stock 2015-09-17 Common Stock 5000 10436 D Phantom Stock 2016-01-17 Common Stock 3000 13436 D Disposition pursuant to the Merger Agreement, dated as of August 5, 2014, by and among NorthStar Realty Finance Corp., NRF Healthcare Subsidiary, LLC, NRF OP Healthcare Subsidiary, LLC, Griffin-American Healthcare REIT II Holdings, LP and Griffin-American Healthcare REIT II, Inc. Each share of Griffin-American Healthcare REIT II, Inc. common stock, including the 27,638 shares held by the Reporting Person as of the effective time of the merger, was converted into 0.2071 shares of common stock of NorthStar Realty Finance Corp. plus $7.75 in cash. The reported shares of common stock were held directly by Johnson Revocable Trust, DTD 12/27/2006, and indirectly by Shannon Kathleen S. Johnson and Corwin B. Johnson, Trustees. Each share of phantom stock is the economic equivalent of one share of common stock of the issuer. The units of phantom stock will vest fully on 1/17/2015, subject to certain acceleration provisions in accordance with the terms of an American Healthcare Investors LLC Long-Term Incentive Plan Participation Agreement dated 9/17/2013, or Participation Agreement No. I. There is no expiration date other than forfeiture provisions pursuant to the terms of Participation Agreement No. I. The units of phantom stock will vest fully on 9/17/2015, subject to certain acceleration provisions in accordance with the terms of an American Healthcare Investors LLC Long-Term Incentive Plan Participation Agreement dated 9/17/2013, or Participation Agreement No. II. There is no expiration date other than forfeiture provisions pursuant to the terms of Participation Agreement No. II. The units of phantom stock will vest fully on 1/17/2016, subject to certain acceleration provisions in accordance with the terms of an American Healthcare Investors LLC Long-Term Incentive Plan Participation Agreement dated 1/17/2014, or Participation Agreement No. III. There is no expiration date other than forfeiture provisions pursuant to the terms of Participation Agreement No. III. /s/ Shannon K S Johnson 2014-12-04