Sec Form 4 Filing - WILSON WINSTON W. @ NorthStar Real Estate Income II, Inc. - 2017-06-23

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 WILSON WINSTON W. 2. Issuer Name and Ticker or Trading Symbol NorthStar Real Estate Income II, Inc. [ NONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O NORTHSTAR REAL ESTATE INCOME II, INC, 399 PARK AVENUE, 18TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/23/2017 (Street) NEW YORK, NY10022 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 06/23/2017 A 5,400 A 19,842 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 WILSON WINSTON W. C/O NORTHSTAR REAL ESTATE INCOME II, INC 399 PARK AVENUE, 18TH FLOOR NEW YORK, NY10022 X Signatures /s/ Jenny B. Neslin, as Attorney-in-Fact for Winston W. Wilson 06/27/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the NorthStar Real Estate Income II, Inc. (the "Company") Third Amended and Restated Independent Directors Compensation Plan (the "Plan"), each of the Company's independent and non-management directors receives a grant of $50,000 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, 2017. Pursuant to the Plan, the amount of Restricted Stock was determined by dividing the fixed grant value of $50,000 by the most recently disclosed per share net asset value of the Company's common stock, or $9.26.

Remarks: Exhibit 24.1 Power of Attorney.

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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