Peakstone Realty Trust — Director's Dealing 2019

May 1, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Griffin Capital Essential Asset REIT II, Inc. (N/A)
CIK: 0001600626
Period of Report: 2019-04-30

Reporting Person: Sohn Louis K (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-04-30	Common Stock	A	6557.8284	—	Acquired	6557.8284	Direct
2019-05-01	Common Stock	A	52301	—	Acquired	58858.8284	Direct

Footnotes

F1: 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.

F2: 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.