Jeffrey C Hines Form 3 HINES GLOBAL REIT II / Jeffrey C Hines ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Hines Jeffrey C

(Last)

(First)

(Middle)

2800 POST OAK BLVD.

SUITE 5000

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/23/2016

3. Issuer Name and Ticker or Trading Symbol
HINES GLOBAL REIT II, INC. [ N/A ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Chairman of the Board

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, par value $0.001 per share⁽¹⁾	225,007.898	I	By Hines Global REIT II Investor Limited Partnership⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A OP Units⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock⁽¹⁾	21,111.111	⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	I	By Hines Global REIT II Associates Limited Partnership⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Special OP Units⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock⁽¹⁾	⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	I	By Hines Global REIT II Associates Limited Partnership⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾

Explanation of Responses:

1. The Class A Common Stock, par value $0.001 per share (the "Common Stock") of Hines Global REIT II, Inc. (the "Company") is not listed on a national securities exchange or over-the-counter market or included for quotation on a national securities market.

2. May be attributed to the Reporting Person based upon the fact that the Reporting Person is one of the individuals who directly or indirectly controls Hines Global REIT II Investor Limited Partnership ("HGRIILP") and Hines Global REIT II Associates Limited Partnership ("HGRIIALP"). The Reporting Person disclaims beneficial ownership of the shares of Common Stock held by HGRIILP and the shares of Common Stock, OP Units and Special Units held by HGRIIALP, except to the extent of his pecuniary interest therein.

3. Class A OP Units ("OP Units") are units representing limited partnership interests in Hines Global REIT II Properties LP, a Delaware limited partnership (the "Operating Partnership"), of which the Company is the general partner. These OP Units are redeemable on a one-for-one basis for shares of the Company's Common Stock or, generally at the option of the Company, cash. There is no expiration date for the right to redeem the OP Units.

4. "Special OP Units" are units representing an interest in the Operating Partnership that entitles the holder to receive distributions from the Operating Partnership under certain circumstances. The Special OP Units may be converted into OP Units that, at the election of the holder, will remain OP Units, will be repurchased for cash (or, in the case of (iii) below, a promissory note) or will be repurchased for shares of Common Stock, following:(i) the listing of the Common Stock on a national securities exchange, or (ii) a merger, consolidation or sale of substantially all of the assets of the Company or any similar transaction or any transaction pursuant to which a majority of the board of directors of the Company then in office are replaced or removed or (iii) the occurrence of certain events that result in the termination or non-renewal of the Advisory Agreement, dated as of August 15, 2014, as amended, among Hines Global REIT II Advisors LP, the Operating Partnership and the Company.

5. In the event the Special OP Units are converted as described in footnote 4, the conversion ratio will be calculated in accordance with the terms of the Second Amended and Restated Limited Partnership Agreement of the Operating Partnership, dated August 12, 2015. There is no expiration date for the conversion right of the Special OP Units.

Remarks:

	/s/ J. Shea Morgenroth, by power of attorney	03/23/2016
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Jeffrey C Hines Form 3HINES GLOBAL REIT II / Jeffrey C Hines ownership change