Sec Form 4 Filing - Sohn Louis K @ Griffin Capital Essential Asset REIT II, Inc. - 2019-04-30

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 Sohn Louis K 2. Issuer Name and Ticker or Trading Symbol Griffin Capital Essential Asset REIT II, Inc. [ N/A] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) 1520 E. GRAND AVE 3. Date of Earliest Transaction (MM/DD/YY) 04/30/2019 (Street) EL SEGUNDO, CA90245 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 Common Stock 04/30/2019 A 6,557.8284 A 6,557.8284 D Common Stock 05/01/2019 A 52,301 ( 2 ) A $ 0 58,858.8284 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 Sohn Louis K 1520 E. GRAND AVE EL SEGUNDO, CA90245 See Remarks Signatures /s/ Howard S. Hirsch, pursuant to a power of attorney 05/01/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received 6,557.8284 shares of Class E Common Stock of the Issuer in exchange for 6,257.052 shares of common stock of Griffin Capital Essential Asset REIT, Inc. ("GCEAR") in connection with the merger of GCEAR into a wholly-owned subsidiary of the Issuer (the "Merger"). On April 30, 2019, the effective date of the Merger, the Issuer's net asset value per share was $9.56. ( 2 )The Issuer awarded the Reporting Person 52,301 time-based Restricted Stock Units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's Class E Common Stock, and will vest in equal, 25% installments on each of December 31, 2019, 2020, 2021 and 2022, provided that the Reporting Person remains continuously employed by the Issuer on each such date, subject to certain accelerated vesting provisions as provided in the award agreement for the RSUs. The shares of Class E Common Stock underlying the RSUs will not be delivered upon vesting, but instead will be deferred for delivery on May 1, 2023, or, if sooner, upon the Reporting Person's termination of employment.

Remarks: Managing Director, Acquisitions & Corporate Finance

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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