X0306 4 2016-06-24 0 0001564657 NorthStar Real Estate Income II, Inc. NONE 0001498420 Albro Jonathan Thomas C/O NORTHSTAR REAL ESTATE INCOME II 399 PARK AVENUE, 18TH FLOOR NEW YORK NY 10022 1 0 0 0 Class A Common Stock 2016-06-24 4 A 0 3442 A 14442 D Pursuant to the NorthStar Real Estate Income II, Inc. (the "Company") Second Amended and Restated Independent Directors Compensation Plan (the "Plan"), each of the Company's independent and non-management directors receives a grant of $35,000 in shares of the Company's Class A common stock (the "Restricted Stock") following re-election to the Company's Board of Directors. The Restricted Stock vests quarterly over a two year period with an initial vesting date of July 1, 2016. Pursuant to the Plan, the amount of Restricted Stock was determined by dividing the fixed grant value of $35,000 by the most recent public offering price per share of the Company's Class A common stock, or $10.1672. /s/ Ronald J. Lieberman, as Attorney-in-Fact for Jonathan T. Albro 2016-06-28