Form 4: NorthStar Healthcare Income Director Disposes of Shares Following Merger Completion

NorthStar Healthcare Income, Inc. Director Gregory Samay reported the disposition of 147,801 common shares, converted to cash at $3.03 per share, as a result of the company's merger with Compound Merger Sub LLC.

Summary

• Gregory A. Samay, a Director of NorthStar Healthcare Income, Inc. (NHHS), reported a change in beneficial ownership.
• On June 9, 2025, Mr. Samay disposed of 147,801 shares of Common Stock.
• The disposition occurred in connection with the terms of an Agreement and Plan of Merger, dated January 29, 2025.
• NorthStar Healthcare Income, Inc. merged with and into Compound Merger Sub LLC, with Merger Sub continuing as the surviving entity.
• At the effective time of the merger, each outstanding restricted stock unit automatically vested, became free of forfeiture restrictions, and was cancelled.
• Each restricted stock unit was converted into the right to receive $3.03 in cash, subject to adjustment and tax withholding.

Sentiment

Score: 6

Explanation: The document reports the completion of a merger and the subsequent cash conversion of restricted stock units for a director, indicating a finalized corporate action rather than ongoing operational performance. This is a neutral to slightly positive event for the director due to the cash payout.

Positives

• The merger's completion provides a definitive outcome for NorthStar Healthcare Income, Inc. and its equity holders.
• Restricted stock units held by the director fully vested and converted into cash, providing liquidity and a clear value realization for those holdings.

Negatives

• NorthStar Healthcare Income, Inc. ceased to exist as a standalone publicly traded entity following the merger.

Future Outlook

NA

Industry Context

This filing reflects the finalization of a merger within the healthcare real estate investment sector, indicating ongoing consolidation or strategic realignments among companies in this space. The acquisition of NorthStar Healthcare Income, Inc. by entities related to Welltower OP LLC suggests a strategic move to expand or consolidate healthcare-related assets.

Stakeholder Impact

• Shareholders of NorthStar Healthcare Income, Inc. were impacted by the merger, with their equity holdings (including restricted stock units) being converted into cash, effectively ending their direct ownership in the former entity.

Key Dates

Keywords

NorthStar Healthcare Income, NHHS, Gregory Samay, Form 4, SEC filing, insider transaction, merger, restricted stock units, healthcare real estate, corporate governance, beneficial ownership