Sec Form 4 Filing - Mauldin Stephen H @ CNL Healthcare Properties II, Inc. - 2019-09-20

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Mauldin Stephen H 2. Issuer Name and Ticker or Trading Symbol CNL Healthcare Properties II, Inc. [ N/A] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See remarks (Last) (First) (Middle) 450 SOUTH ORANGE AVE. 3. Date of Earliest Transaction (MM/DD/YY) 09/20/2019 (Street) ORLANDO, FL32801 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 09/20/2019 J( 1 ) 1,435.729 D $ 9.92 7,850.186 ( 2 ) ( 3 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mauldin Stephen H 450 SOUTH ORANGE AVE. ORLANDO, FL32801 X See remarks Signatures /s/ Tracey Bracco, Attorney-In-Fact 09/24/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares withheld to satisfy tax liability in connection with the vesting of 3,817.729 restricted stock units ("RSUs") on September 20, 2019. ( 2 )The shares reported in this box are stated as of September 20, 2019 and are comprised entirely of Class A common stock of CNL Healthcare Properties II, Inc. (the "Company"). Share amounts presented include additional shares acquired through distribution reinvestment. ( 3 )On August 4, 2016, CHP II Advisors, LLC granted 10,000 RSUs to the Reporting Person. The 10,000 RSUs granted to the Reporting Person have all vested. Each RSU, upon vesting, was settled in one share of Class A common stock of the Company. The RSUs were subject to specified vesting and settlement provisions.

Remarks: Director, Chairman of the Board, President and Chief Executive Officer

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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