Insider Trading Policy

GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.
Insider Trading Policy Statement
July 21, 2014

Background

It is the policy of Griffin Capital Essential Asset REIT II, Inc. (the “Company”) that no director, officer, agent or representative of the Company who is aware of material nonpublic information relating to the Company may, directly or through family members or other persons or entities, (a) buy or sell securities of the Company or engage in any other action to take personal advantage of that information, or (b) pass that information on to others outside the Company, including family and friends. In addition, it is the policy of the Company that no director, officer, agent or representative of the Company who, in the course of working for the Company, learns of material nonpublic information about a subsidiary or other affiliate of the Company or a company with which the Company does business, including a customer or supplier of the Company, may trade in that company’s securities until the information becomes public or is no longer material. Material information is any information that a reasonable investor would consider important in making a decision to buy, hold or sell securities.

Federal and state securities laws prohibit the purchase or sale of a company’s securities by persons who are aware of material information about that company that is not generally known or available to the public. These laws also prohibit persons who are aware of such material nonpublic information from disclosing this information to others who may trade. Companies and their controlling persons are also subject to liability if they fail to take reasonable steps to prevent insider trading by company personnel.

It is important that directors, executive officers and any other agents or representatives of the Company understand the breadth of activities that constitute illegal insider trading and the consequences, which can be severe. The U.S. Securities and Exchange Commission (“SEC”) investigates and is very effective at detecting insider trading. The SEC, together with the U.S. Attorneys, pursue insider trading violations vigorously. Cases have been successfully prosecuted against trading by employees through foreign accounts, trading by family members and friends, and trading involving only a small number of shares.

This policy is designed to prevent insider trading or allegations of insider trading, and to protect the Company’s reputation for integrity and ethical conduct. It is your obligation to understand and comply with this policy. Should you have any questions regarding this policy, please contact Howard S. Hirsch, the Compliance Officer, at (310) 469-6100.

Penalties for Noncompliance

Civil and Criminal Penalties. Potential penalties for insider trading violations include (1) imprisonment for up to 20 years, (2) criminal fines of up to $5 million, (3) civil fines of up to three times the profit gained or loss avoided, and (4) injunctive actions. In addition, punitive damages may be imposed under applicable state laws.

Controlling Person Liability. If the Company fails to take appropriate steps to prevent illegal insider trading, the Company may have “controlling person” liability for a trading violation, with civil penalties of up to the greater of $1 million and three times the profit gained or loss avoided, as well as a criminal penalty of up to $25 million. The civil penalties can extend personal liability to the Company’s directors, officers and other supervisory personnel if they fail to take appropriate steps to prevent insider trading.

Company Sanctions. Failure to comply with this policy may also subject you to Companyimposed sanctions, including dismissal for cause, whether or not your failure to comply with this policy results in a violation of law.

Scope

Directors and executive officers of the Company, together with their family members, may not engage in any transaction in the Company’s securities (including a gift, contribution to a trust or similar transfer) at any time without first obtaining pre-clearance of the transaction from the Compliance Officer. A request for pre-clearance should be submitted to the Compliance Officer at least five business days in advance of the proposed transaction. The Compliance Officer is under no obligation to approve a transaction submitted for pre-clearance and may determine not to permit the transaction.

The Company’s insider trading policy generally does not apply to the exercise of a stock option by an officer or an independent director. The policy does apply, however, to the subsequent sale of any stock received upon the exercise of an option, as well as the sale of stock as part of a broker-assisted cashless exercise of an option or to any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.

In addition, the Company’s insider trading policy does not apply to purchases of Company stock under the Company’s distribution reinvestment plan resulting from the reinvestment of distributions paid on Company securities. The policy does apply, however, to elections to participate in the distribution reinvestment plan or increases in the level of participation in the distribution reinvestment plan. The policy also applies to sales of any Company stock purchased pursuant to the distribution reinvestment plan.

The failure of a director, officer, agent or representative to comply with the Company’s insider trading policy may subject him or her to sanctions, up to and including dismissal for cause, whether or not the failure to comply results in a violation of law.

Event-Specific Blackout Periods

From time to time, an event may occur that is material to the Company and is known by only a few directors, executive officers or other employees. So long as the event remains material and nonpublic, persons who are aware of the event and any executive officers and directors may not trade in securities of the Company. The existence of an event-specific blackout will not be announced, other than to those who are aware of the event giving rise to the blackout. If, however, an employee, executive officer or director, requests permission to trade in securities of the Company during an eventspecific blackout, the Compliance Officer will inform the requesting person of the existence of a blackout period without disclosing the reason for the blackout. Any person made aware of the existence of an event-specific blackout should not disclose the existence of the blackout to any other person. The failure of the Compliance Officer to designate a person as being subject to an event-specific blackout will not relieve that person of the obligation not to trade while aware of material nonpublic information.

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The Griffin Capital Essential Asset REIT II, Inc. website is available for use subject to its Terms and Conditions and our Privacy Policy. Please click on the highlighted terms to review these. To review a summary of the risk factors related to an investment in the Griffin Capital Essential Asset REIT II, Inc. program  click here.

This material must be read in conjunction with the applicable prospectus in order to understand all the implications and risks of any offering of securities to which the material relates. If you have not previously reviewed a prospectus, click here. Otherwise, to proceed, agree to the Terms and Conditions and Privacy Policy of this website.

THIS IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES DESCRIBED HEREIN. AN OFFERING IS MADE ONLY BY THE PROSPECTUS. THIS SALES AND ADVERTISING LITERATURE MUST BE READ IN CONJUNCTION WITH THE PROSPECTUS IN ORDER TO UNDERSTAND FULLY ALL OF THE IMPLICATIONS AND RISKS OF THE OFFERING OF SECURITIES TO WHICH IT RELATES. A COPY OF THE PROSPECTUS MUST BE MADE AVAILABLE TO YOU IN CONNECTION WITH THIS OFFERING. NO OFFERING IS MADE TO NEW YORK RESIDENTS EXCEPT BY A PROSPECTUS FILED WITH THE DEPARTMENT OF LAW OF THE STATE OF NEW YORK. NEITHER THE SECURITIES AND EXCHANGE COMMISSION, THE ATTORNEY GENERAL OF THE STATE OF NEW YORK NOR ANY OTHER STATE SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THE PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. AN INVESTMENT IN GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC. INVOLVES A HIGH DEGREE OF RISK AND THERE CAN BE NO ASSURANCE THAT THE INVESTMENT OBJECTIVES OF THIS PROGRAM WILL BE ATTAINED. 

Risk Factors: An investment in Griffin Capital Essential Asset REIT II, Inc. involves a high degree of risk and there can be no assurance that the investment objectives of this program will be attained. Some of the risks associated with this offering include the following: this is a “best efforts” offering and some or all of our shares may not be sold; no public market currently exists for our shares; it may be difficult to sell your shares, and if you do, it will likely be at a substantial discount; the purchase and redemption price for shares of our common stock will be based on the NAV of each class of common stock; we must depend on our advisor to conduct our operations; we will pay substantial fees and expenses to our advisor; there are substantial conflicts of interest among us and our sponsor, advisor, dealer manager and property manager; we may use substantial debt to acquire our properties; we may fail to continue to qualify as a REIT; our share redemption program is subject to available liquidity and other significant restrictions and we may amend, suspend or terminate the share redemption program at any time; a portion of the offering proceeds may be used to redeem or repurchase our shares; and future distribution declarations are at the sole discretion of the board of directors and are not guaranteed. We may fund a portion of our distributions from offering proceeds or from borrowings in anticipation of future cash flows, some or all of which may be a return of capital. 

close

Please Accept

The Griffin Capital Essential Asset REIT II, Inc. website is available for use subject to its Terms and Conditions and our Privacy Policy. Please click on the highlighted terms to review these. To review a summary of the risk factors related to an investment in the Griffin Capital Essential Asset REIT II, Inc. program  click here.

This material must be read in conjunction with the applicable prospectus in order to understand all the implications and risks of any offering of securities to which the material relates. If you have not previously reviewed a prospectus, click here. Otherwise, to proceed, agree to the Terms and Conditions and Privacy Policy of this website.

THIS IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES DESCRIBED HEREIN. AN OFFERING IS MADE ONLY BY THE PROSPECTUS. THIS SALES AND ADVERTISING LITERATURE MUST BE READ IN CONJUNCTION WITH THE PROSPECTUS IN ORDER TO UNDERSTAND FULLY ALL OF THE IMPLICATIONS AND RISKS OF THE OFFERING OF SECURITIES TO WHICH IT RELATES. A COPY OF THE PROSPECTUS MUST BE MADE AVAILABLE TO YOU IN CONNECTION WITH THIS OFFERING. NO OFFERING IS MADE TO NEW YORK RESIDENTS EXCEPT BY A PROSPECTUS FILED WITH THE DEPARTMENT OF LAW OF THE STATE OF NEW YORK. NEITHER THE SECURITIES AND EXCHANGE COMMISSION, THE ATTORNEY GENERAL OF THE STATE OF NEW YORK NOR ANY OTHER STATE SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THE PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. AN INVESTMENT IN GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC. INVOLVES A HIGH DEGREE OF RISK AND THERE CAN BE NO ASSURANCE THAT THE INVESTMENT OBJECTIVES OF THIS PROGRAM WILL BE ATTAINED. 

Risk Factors: An investment in Griffin Capital Essential Asset REIT II, Inc. involves a high degree of risk and there can be no assurance that the investment objectives of this program will be attained. Some of the risks associated with this offering include the following: this is a “best efforts” offering and some or all of our shares may not be sold; no public market currently exists for our shares; it may be difficult to sell your shares, and if you do, it will likely be at a substantial discount; the purchase and redemption price for shares of our common stock will be based on the NAV of each class of common stock; we must depend on our advisor to conduct our operations; we will pay substantial fees and expenses to our advisor; there are substantial conflicts of interest among us and our sponsor, advisor, dealer manager and property manager; we may use substantial debt to acquire our properties; we may fail to continue to qualify as a REIT; our share redemption program is subject to available liquidity and other significant restrictions and we may amend, suspend or terminate the share redemption program at any time; a portion of the offering proceeds may be used to redeem or repurchase our shares; and future distribution declarations are at the sole discretion of the board of directors and are not guaranteed. We may fund a portion of our distributions from offering proceeds or from borrowings in anticipation of future cash flows, some or all of which may be a return of capital.