UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~January 1118, ~~2017~~2018

NorthStar Real Estate Income Trust, Inc.

(Exact name of registrant as specified in its charter)



Maryland (State or other jurisdiction of incorporation)	000-54671 (Commission File Number)	26-4141646 (I.R.S. Employer Identification No.)



590 Madison Avenue, 34th Floor, New York, NY		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 547-2600

~~(Registrant’s telephone number, including area code)~~N/A

399 Park Avenue, 18th Floor, New York, NY 10022

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.0207. Submission ~~Departure~~ of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders.

On ~~December 11~~January 18, ~~2017~~2018, ~~Daniel R. Gilbert, the Chairman of the board of directors (the “Board”) of~~ NorthStar Real Estate Income Trust, Inc., a Maryland corporation (“NorthStar ~~Income~~ I”) ~~and its Chief Executive Officer and President~~, ~~delivered~~held a ~~notice~~special meeting of ~~resignation~~its tostockholders ~~Colony NorthStar, Inc., NorthStar Income’s sponsor~~ (the “~~Sponsor~~Special Meeting”), ~~tendering~~to ~~his~~vote ~~resignation~~on ~~from~~ the ~~Sponsor~~proposals ~~and~~identified ~~its~~in ~~affiliates effective as of January 11, 2018. As a result of~~ the ~~foregoing,~~joint ~~Mr.~~proxy ~~Gilbert~~statement/prospectus ~~resigned~~that aswas afiled ~~member~~with of the ~~Board~~Securities and asExchange ~~Chairman,~~Commission ~~Chief~~on ~~Executive Officer and President of NorthStar Income effective as of~~ December 15 6, 2017.

~~The~~As ~~decision~~of bythe ~~Mr.~~close ~~Gilbert~~of ~~was~~business ~~not~~on aNovember 28, ~~result~~2017, ofthe ~~any~~record ~~disagreement~~date ~~with~~for the Special Meeting, 119,333,203 shares of NorthStar I’s ~~Income~~common onstock, ~~any~~$0.01 ~~matter~~par ~~relating~~value per share, were issued and outstanding and entitled to vote at the Special Meeting. 67,066,833 shares of NorthStar I’s ~~Income~~common stock were represented in person or by proxy at the Special Meeting (which included 745,222 shares held by NorthStar I’s ~~operations~~advisor and certain directors that were not entitled to vote on the NorthStar I merger proposal) and, ~~polices~~therefore, ora ~~practices~~quorum was present. The number of votes cast for or against, as well as abstentions and broker non-votes, if applicable, with respect to each proposal is set out below:

In1. The ~~addition,~~NorthStar I onmerger ~~December~~proposal: Proposal 14to approve the merger of NorthStar I with and into Colony NorthStar Credit Real Estate, Inc. ~~2017~~(“CNLC”), with CNLC surviving the ~~Board~~merger, ~~appointed~~pursuant ~~Kevin~~to P.the ~~Traenkle~~Master asCombination ~~Chairman~~Agreement, dated as of ~~the~~August ~~Board~~25, ~~Chief~~2017, ~~Executive~~as ~~Officer~~amended and ~~President~~restated ofon November 20, 2017 (the “Master Combination Agreement”), by and among (i) Colony Capital Operating Company, LLC, (ii) NRF RED REIT Corp., (iii) NorthStar I, (iv) NorthStar Real Estate Income toTrust ~~fill~~Operating ~~the~~Partnership, LP, ~~vacancy~~(v) NorthStar ~~created~~Real byEstate MrIncome II, Inc., ~~Gilbert’s~~(vi) NorthStar ~~resignation~~Real Estate Income Operating Partnership II, LP, ~~effective~~(vii) CNLC, asand of(viii) Credit ~~December~~RE 15Operating Company, ~~2017~~LLC. The NorthStar I merger proposal was approved by the following vote:

Mr. Traenkle, age 47, is the Executive Vice President and Chief Investment Officer of the Sponsor, having previously held the position of Executive Director and Chief Investment Officer for one of its predecessors, Colony Capital, Inc. (“Colony Capital”). Mr. Traenkle is also expected to be the Chief Executive Officer of Colony NorthStar Credit Real Estate, Inc., which is expected to be the surviving company in the combination of NorthStar Income with NorthStar Real Estate Income II, Inc. and a select portfolio of assets of the Sponsor. In his roles at the Sponsor and Colony Capital, he has been involved in many facets of the businesses, including business strategy, product development, global client relations, oversight of individual investment and divestment decisions, as well as portfolio construction and risk management. Prior to rejoining the Colony Capital business in 2002, Mr. Traenkle worked for a private equity investment firm, where, among other responsibilities, he focused on the firm’s real estate-related investment and management activities. Prior to originally joining Colony Capital in 1993, Mr. Traenkle worked in the municipal finance department for the investment bank First Albany Corporation in Albany, New York. Mr. Traenkle received a Bachelor of Science in Mechanical Engineering in 1992 from Rensselaer Polytechnic Institute in Troy, New York.

2.The NorthStar I first charter amendment proposal: Proposal to approve an amendment to NorthStar I’s charter to permit distributions in kind of beneficial interests in a liquidating trust that is established to own and liquidate the remaining assets of NorthStar I in connection with a merger of NorthStar I approved by NorthStar I’s stockholders in accordance with NorthStar I’s charter. The NorthStar I first charter amendment proposal was approved by the following vote:

3.The NorthStar I second charter amendment proposal: Proposal to approve an amendment to NorthStar I’s charter to delete certain provisions regarding roll-up transactions. The NorthStar I second charter amendment proposal was approved by the following vote:

4.The NorthStar I adjournment proposal: Proposal to adjourn the Special Meeting, if necessary or appropriate, as determined in the sole discretion of the chairperson of the Special Meeting, to solicit additional proxies in favor of the NorthStar I merger proposal, the NorthStar I first charter amendment proposal and the NorthStar I second charter amendment proposal. The NorthStar I adjournment proposal was approved by the following vote:

Item 8.01. Other Events.

NorthStar I has announced that the merger transaction is currently expected to close on or about January 31, 2018, subject to the satisfaction or waiver of all closing conditions specified in the Master Combination Agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NorthStar Real Estate Income Trust, Inc.
Date: December 15, 2017	By:	/s/ Jenny B. Neslin
Date: January 19, 2018	By:	/s/ Jenny B. Neslin
		Jenny B. Neslin
		General Counsel and Secretary

SHARES FOR

SHARES AGAINST

SHARES ABSTAINING

BROKER NON‑VOTES

Filing Compare · N1 Liquidating Trust