UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): ~~March 14~~May 10, 2018

PHILLIPS EDISON GROCERY CENTER REIT II, INC.

(Exact name of registrant specified in its charter)



Maryland	000-55438	61-1714451
State or other jurisdiction of incorporation or organization	Commission File Number	IRS Employer Identification No.

11501 Northlake Drive

Cincinnati, Ohio 45249

(Address of principal executive offices)

(513) 554-1110

(Registrant’s telephone number, including area code)

Not Applicable

(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~~Registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

¨ 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). þ

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. þ

Item 2.02. Results of Operations and Financial Condition.

Item 7.01. Regulation FD Disclosure.

On ~~March 14~~May 10, 2018, Phillips Edison Grocery Center REIT II, Inc. (the “Company”) ~~issued~~posted athe ~~press~~attached ~~release~~letter ~~announcing~~to its ~~results~~ ~~for~~stockholders on the ~~year~~Company’s ~~ended December 31~~website, ~~2017~~www.grocerycenterreit2.com, ~~The~~which ~~Company~~includes ~~will~~a ~~provide~~recommendation ato ~~stockholder~~reject ~~update~~the ~~presentation~~mini-tender onoffer ~~Thursday,~~received ~~March~~from ~~15,~~MacKenzie ~~2018~~Realty Capital. ~~Details~~A oncopy ~~how~~of tothis ~~access~~letter ~~the~~is ~~presentation~~provided ~~are~~as ~~available~~Exhibit on99.1 ~~the~~to ~~Company's~~this ~~website~~Current atReport ~~http://investors~~on Form 8-K.~~grocerycenterreit2.com/event~~

The information in this Current Report on Form 8-K, including Exhibit 99.1, is furnished to the Securities and Exchange Commission (“SEC”), and shall not be deemed to be “filed” with the SEC for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
99.1		~~Press~~Letter ~~Release~~to Stockholders dated ~~March~~May 1410, 2018

SIGNATURES

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

	PHILLIPS EDISON GROCERY CENTER REIT II, INC.
Dated: March 14, 2018	By:	/s/ Jennifer L. Robison
Dated: May 10, 2018	By:	/s/ R. Mark Addy
		Jennifer L. Robison
		R. Mark Addy
		Chief Accounting Officer (Principal Accounting Officer)
		President and Chief Operating Officer

EXHIBIT INDEX

Exhibit Number		Description of Exhibit
99.1		Press Release dated March 14, 2018

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