What is NorthStar Real Estate Income II, Inc.? Who might benefit from an investment in our shares of common stock? What are the major risks of investing in CRE debt, equity and securities investments and in us?

vi 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 Real Estate Income II, Inc.? A: We are a Maryland corporation formed to originate, acquire and asset manage a diversified portfolio of commercial real estate, or CRE, debt, equity and securities investments. As of December 31, 2015, adjusted for acquisitions, originations and certain repayments through April 13, 2016, our 1.3 billion portfolio consists of 19 CRE debt investments with a combined principal amount of 673.6 million, two real estate equity investments with a total cost of 467.0 million, two PE investments with a carrying value of approximately 50.2 million and five CMBS purchases totaling 90.1 million. The use of the terms “NorthStar Income II,” our “company,” “we,” “us” or “our” in this prospectus refer to NorthStar Real Estate Income II, Inc. and its consolidated subsidiaries, unless the context indicates otherwise. Q: Who might benefit from an investment in our shares of 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 focused on CRE debt, equity and securities investments; 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 or for longer, consistent with our liquidity strategy. See “Description of Capital Stock—Liquidity Events.” On the other hand, we caution persons who require liquidity, guaranteed income or who seek a short-term investment, that an investment in our shares will not meet those needs. Q: What are the major risks of investing in CRE debt, equity and securities investments and in us? A: We commenced operations in December 2012 and have limited operating history and our advisor on whom we will depend to select our investments and conduct our operations is also recently-formed. As of December 31, 2015, adjusted for acquisitions, originations and certain repayments through April 13, 2016, our 1.3 billion portfolio consists of 19 CRE debt investments with a combined principal amount of 673.6 million, two real estate equity investments with a total cost of 467.0 million, two PE investments with a carrying value of approximately 50.2 million and five CMBS purchases totaling 90.1 million; however, we have not yet acquired or identified a significant portion of the investments that we may make and you will not have an opportunity to evaluate our future investments before we make them. Collateral securing CRE debt and securities may lose its value and we may lose some or all of the principal we invest in CRE debt and securities and our borrowers and tenants may not be able to make debt service or lease payments. In addition, our organizational documents permit us to pay distributions from any source, including from borrowings, sale of assets and offering proceeds or we may make distributions in the form of taxable stock dividends. We have not established a limit on the amount of proceeds we may use to fund distributions. We have paid the majority of the cash distributions declared through December 31, 2015 using offering proceeds and may continue to pay distributions from sources other than our cash flow from operations. Until the proceeds from our offering are fully invested and otherwise during the course of our existence, we may not generate sufficient cash flow from operations to fund distributions. If we pay distributions from sources other than our cash flow from operations, we will have less cash available for investments and your overall return may be reduced. You should carefully review the “Risk Factors” section of this prospectus which contains a detailed discussion of the material risks that you should consider before you invest in shares of our common stock. Q: What is a real estate investment trust, or REIT?