Who might benefit from an investment in shares of our common stock? What is a real estate investment trust, or REIT? What is an “UPREIT”?

QUESTIONS AND ANSWERS ABOUT OUR OFFERING The following questions and answers about our offering highlight material information regarding us and our offering that may not otherwise be addressed in the “Prospectus Summary” section of this prospectus. You should read this entire prospectus, including the section entitled “Risk Factors,” before deciding to purchase shares of our common stock. Q: What is NorthStar Healthcare Income, Inc.? A: We are a Maryland corporation formed to acquire, originate and asset manage a diversified portfolio of equity and debt investments in healthcare real estate, with a focus on the mid-acuity senior housing sector, which we define as assisted living, memory care, skilled nursing and independent living facilities. We have and may continue to make investments in healthcare real estate that have an emphasis on private pay patients. We may also acquire and originate equity and debt investments in facilities that rely on public pay patients and other healthcare property types, including medical office buildings and rehabilitation facilities. In addition, we may acquire healthcare-related securities, which we expect would be less than 10 of our portfolio. Our equity investments are generally in the form of lease or management transactions whereby we purchase a property and enter into a long-term lease or management agreement with an operator responsible for contractual payments to us. We also enter into structures permitted by the REIT Investment Diversification and Empowerment Act of 2007, or RIDEA, whereby we participate directly in the operational cash flow of a property. Our debt investments generally consist of first mortgage loans, subordinate mortgages, mezzanine loans, preferred equity investments and participations in such investments. However, we have not established any limits on the percentage of our portfolio that may be comprised of these various categories of equity and debt investments, which present differing levels of risk. We have also not established any limits on the percentage of our portfolio that may be comprised of equity and debt investments in facilities that rely on public pay patients. The healthcare-related securities in which we may invest will primarily include commercial mortgage backed securities, or CMBS, and other related securities. Given the current and changing market conditions, we expect that a majority of our capital will be invested in equity. We cannot, however, predict our actual allocation of assets under management at this time because such allocation will also be dependent, in part, upon the amount of financing we are able to obtain with respect to each asset class in which we invest, as well as other micro and macro market conditions. We commenced operations on February 11, 2013 and as of the date of this prospectus, own a healthcare real estate portfolio consisting of 20 investments, including 16 equity investments with a total cost of 942.7 million and four debt investments with a principal amount of 145.9 million. However, other than the assets described in this prospectus, we have not yet identified the specific real estate assets we intend to acquire using the proceeds that remain available for investment from our initial public offering or any proceeds raised in this offering. See “Prospectus Summary —Summary of Our Investments” and “Description of Our Investments” for additional information regarding our healthcare real estate portfolio. The use of the terms “NorthStar Healthcare Income,” “NorthStar Healthcare,” our “company,” “we,” “us” or “our” in this prospectus refer to NorthStar Healthcare Income, Inc., acting through our external advisor, unless the context indicates otherwise. Q: Who might benefit from an investment in shares of our common stock? A: An investment in our shares may be beneficial for you if you: i meet the minimum suitability standards described in this prospectus; ii seek to diversify your personal portfolio with a REIT investment primarily focused on equity and debt investments in healthcare real estate; iii seek to receive current income; iv seek to preserve capital; and v are able to hold your investment for at least five years following the completion of our offering stage, consistent with our liquidity strategy. See “Description of Capital Stock—Liquidity Events.” On the other hand, we caution persons who require immediate liquidity, guaranteed income or who seek a short-term investment, that an investment in our shares will not meet those needs. Q: What is a real estate investment trust, or REIT? A: In general, a REIT is an entity that: • combines the capital of many investors to acquire or provide financing for a diversified portfolio of real estate investments under professional management, some of which may focus on a particular property type or geographic location; • is able to qualify as a “real estate investment trust” for U.S. federal income tax purposes and is therefore generally not subject to federal corporate income taxes on its net income that is distributed, which substantially eliminates the vi “double taxation” treatment i.e., taxation at both the corporate and stockholder levels that generally results from investments in a corporation; and • pays distributions to investors of at least 90 of its annual ordinary taxable income. In this prospectus, we refer to an entity that qualifies and elects to be taxed as a REIT for U.S. federal income tax purposes as a REIT. We have elected to qualify as a REIT for U.S. federal income tax purposes commencing with the taxable year ended December 31, 2013. Q: What is an “UPREIT”? A: We own substantially all of our assets and conduct our operations, directly or indirectly, through a limited partnership called NorthStar Healthcare Income Operating Partnership, LP, which we refer to as NorthStar Healthcare Income Operating Partnership, or our operating partnership. We refer to partnership interests and special partnership interests in our operating partnership, respectively, as common units and special units. We are the sole general partner of our operating partnership. Because we conduct substantially all of our operations through an operating partnership, we are organized as an umbrella partnership real estate investment trust, or “UPREIT.” Q: Why should I invest in a portfolio of equity and debt investments?