T. Andrew Smith - 09 Jun 2025 Form 4 Insider Report for NorthStar Healthcare Income, Inc. (NHHS)

Role: Director
Signature: /s/ T. Andrew Smith
Issuer symbol: NHHS
Transactions as of: 09 Jun 2025
Net transactions value: $0
Form type: 4
Filing time: 09 Jun 2025, 17:08:48 UTC
Previous filing: 24 Jun 2024
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Smith Thomas Andrew	Director	C/O NORTHSTAR HEALTHCARE INCOME, INC., 575 LEXINGTON AVENUE, 14TH FLOOR, NEW YORK	/s/ T. Andrew Smith	09 Jun 2025	0001377740

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NHHS	Common Stock	Disposed to Issuer		-113,296	-100%		0	09 Jun 2025	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

T. Andrew Smith is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	In connection with the terms of an Agreement and Plan of Merger, dated January 29, 2025 (the "Merger Agreement"), by and among NorthStar Healthcare Income, Inc. (the "Company"), Compound Holdco LLC, Compound Merger Sub LLC ("Merger Sub"), and Welltower OP LLC, the Company merged with and into Merger Sub (the "Merger"), with Merger Sub continuing as the surviving entity upon consummation of the Merger.
F2	At the effective time of the Merger, each restricted stock unit that was outstanding immediately prior to the Effective Time automatically became fully vested and free of any forfeiture restrictions and was cancelled and automatically converted into the right to receive an amount in cash equal to $3.03, as may be adjusted in accordance with the terms of the Merger Agreement, without interest, but subject to any withholding required under applicable tax law.

Content

In connection with the terms of an Agreement and Plan of Merger, dated January 29, 2025 (the "Merger Agreement"), by and among NorthStar Healthcare Income, Inc. (the "Company"), Compound Holdco LLC, Compound Merger Sub LLC ("Merger Sub"), and Welltower OP LLC, the Company merged with and into Merger Sub (the "Merger"), with Merger Sub continuing as the surviving entity upon consummation of the Merger.

At the effective time of the Merger, each restricted stock unit that was outstanding immediately prior to the Effective Time automatically became fully vested and free of any forfeiture restrictions and was cancelled and automatically converted into the right to receive an amount in cash equal to $3.03, as may be adjusted in accordance with the terms of the Merger Agreement, without interest, but subject to any withholding required under applicable tax law.