X0306 4 2019-09-30 1 0001646587 NorthStar Realty Europe Corp. NRE 0001655968 Nia Mahbod C/O NORTHSTAR REALTY EUROPE CORP. 590 MADISON AVE., 34TH FLOOR NEW YORK NY 10022 1 1 0 0 Chief Executive Officer Common Stock 2019-09-30 4 M 0 129033 0.00 A 759927 D Common Stock 2019-09-30 4 A 0 161290 0.00 A 921217 D Common Stock 2019-09-30 4 M 0 29528 0.00 A 950745 D Common Stock 2019-09-30 4 A 0 29528 0.00 A 980273 D Common Stock 2019-09-30 4 D 0 980273 17.01 D 0 D Restricted Stock Units 0.00 2019-09-30 4 M 0 129033 0.00 D Common Stock 129033 0 D Restricted Stock Units 0.00 2019-09-30 4 M 0 14764 0.00 D Common Stock 29528 0 D Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated July 3, 2019, by and among CoRE PANEURO 2019 13 S.a.r.l, Nighthawk Merger Sub LLC ("Company Merger Sub"), NorthStar Realty Europe Corp. ("NRE"), Nighthawk Partnership Merger Sub LLC ("Partnership Merger Sub") and NorthStar Realty Europe Limited Partnership ("NRELP"), on September 30, 2019, (i) NRE merged with and into Company Merger Sub, with Company Merger Sub surviving the merger (the "Company Merger") and (ii) NRELP merged with and into Partnership Merger Sub, with Partnership Merger Sub surviving the merger. Represents shares of NRE's common stock, par value $0.01 per share ("NRE Common Stock"), underlying an award of restricted stock units granted in connection with the spin-off of NRE from NorthStar Realty Finance Corp. on October 31, 2015 that were subject to vesting based on the achievement of certain performance criteria relating to NRE's absolute and relative total shareholder return ("TSR"). These restricted stock units became vested in full immediately prior to the effective time of the Company Merger and, pursuant to the Merger Agreement, were exchanged for cash in an amount equal to the number of shares of NRE Common Stock underlying the vested restricted stock units multiplied by the consideration payable per share of NRE Common Stock in the Company Merger pursuant to the Merger Agreement, which is approximately $17.01 (the "Per Share Consideration"). (Continued from footnote 2) Although no shares of NRE Common Stock were actually issued, pursuant to applicable SEC rules, this transaction is reflected on this Form 4 as (i) the conversion of the restricted stock units that had performance criteria relating to absolute TSR into shares of NRE Common Stock, (ii) the acquisition of the shares of NRE Common Stock underlying the vested restricted stock units that had performance criteria relating to relative TSR and (iii) the subsequent disposition of all of such shares in exchange for the Per Share Consideration. Represents shares of NRE Common Stock underlying an award of restricted stock units granted in 2018 that were subject to vesting based on the achievement of certain performance criteria. These restricted stock units became vested in full immediately prior to the effective time of the Company Merger and, pursuant to the Merger Agreement, were exchanged for cash in an amount equal to the number of shares of NRE Common Stock underlying the vested restricted stock units multiplied by the Per Share Consideration. (Continued from footnote 4) Although no shares of NRE Common Stock were actually issued, pursuant to applicable SEC rules, this transaction is reflected on this Form 4 as (i) the conversion of the restricted stock units that had performance criteria relating to absolute TSR into shares of NRE Common Stock, (ii) the acquisition of the shares of NRE Common Stock underlying the vested restricted stock units that had performance criteria relating to relative TSR and (iii) the subsequent disposition of all of such shares in exchange for the Per Share Consideration. Reflects the disposition of each outstanding share of NRE Common Stock and each vested restricted stock unit held by the reporting person in connection with the Company Merger pursuant to the Merger Agreement. The restricted stock units were to be settled in shares of NRE Common Stock based upon the achievement of performance criteria through the end of a performance period scheduled to end on the earlier of December 31, 2019 or the date of a change of control of NRE. Settlement was to occur promptly following the end of the performance period or, in the event of a change of control of NRE, on the date of such change of control. The restricted stock units were to be settled in shares of NRE Common Stock based upon the achievement of performance criteria through the end of a performance period scheduled to end on the earlier of February 28, 2021 or the date of a change of control of NRE. Settlement was to occur promptly following the end of the performance period or, in the event of a change of control of NRE, on the date of such change of control. /s/ Trevor K. Ross, as attorney-in-fact for Mahbod Nia 2019-09-30