This is the Primary Document downloaded from EDGAR on 12/11/2014 3:52:48 PM EST for EFDID 6482 and Accession Number 0001466616-10-000004.

Please note that this is not the current Accession Number for this EFDId.

SEC FORM D/A

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Expires: August 31, 2015
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001466616
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
NorthStar Income Opportunity REIT I, Inc.
Jurisdiction of Incorporation/Organization
MARYLAND
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2009
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
NorthStar Income Opportunity REIT I, Inc.
Street Address 1 Street Address 2
399 PARK AVENUE, 18TH FLOOR
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
NEW YORK NEW YORK 10022 212-547-2600

3. Related Persons

Last Name First Name Middle Name
Hamamoto David T.
Street Address 1 Street Address 2
399 Park Avenue 18th Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10022
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Chairman of the Board and Chief Executive Officer
Last Name First Name Middle Name
Gilbert Daniel R.
Street Address 1 Street Address 2
399 Park Avenue 18th Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10022
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Chief Investment Officer, Executive Vice President and Director
Last Name First Name Middle Name
Richardson Andrew C.
Street Address 1 Street Address 2
399 Park Avenue 18th Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10022
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

President, Chief Financial Officer, Treasurer and Director
Last Name First Name Middle Name
Tylis Albert
Street Address 1 Street Address 2
399 Park Avenue 18th Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10022
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Chief Operating Officer, General Counsel, Secretary and Director

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
   Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes    No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
X REITS & Finance
   Residential
   Other Real Estate
  
Retailing
  
Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
X No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
   Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))    Rule 505
   Rule 504 (b)(1)(i) X Rule 506
   Rule 504 (b)(1)(ii)    Securities Act Section 4(5)
   Rule 504 (b)(1)(iii)    Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
   Section 3(c)(7)

7. Type of Filing

   New Notice Date of First Sale 2009-09-24    First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
   Yes X No

9. Type(s) of Securities Offered (select all that apply)

X Equity    Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security    Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $100,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
Berthel Fisher & Co. 13609
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Jerry Dewayne McCutchen 1076678
Street Address 1 Street Address 2
524A Boulevard Park W
City State/Province/Country ZIP/Postal Code
Mobile ALABAMA 36609
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Advisory Group Equity Services 15427
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
161 Ash Street Suite D
City State/Province/Country ZIP/Postal Code
Reading MASSACHUSETTS 01867
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Moors & Cabot Investments 594
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
111 Devonshire Street
City State/Province/Country ZIP/Postal Code
Boston MASSACHUSETTS 02825
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Primex 29394
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
33 Front Street Suite 304
City State/Province/Country ZIP/Postal Code
Hempsted NEW YORK 11550
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
SII Investments. Inc. 2225
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
5555 Grande Market Drive
City State/Province/Country ZIP/Postal Code
Appleton WISCONSIN 54913
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Investment Centers of America 16443
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
212 N 4th Street
City State/Province/Country ZIP/Postal Code
Bismarck NORTH DAKOTA 58501
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
National Planning Corporation 29604
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
401 Wilshire Blvd. Suite 1100
City State/Province/Country ZIP/Postal Code
Santa Monica CALIFORNIA 90401
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Invest Financial Corporation 12984
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
8745 Henderson Road Suite 300
City State/Province/Country ZIP/Postal Code
Tampa FLORIDA 33634
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Cape Securities Inc. 7072
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2005 Pennsylvania Avenue
City State/Province/Country ZIP/Postal Code
McDonough GEORGIA 30253
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Girard Securities Inc. 18697
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
9560 Waples Street Suite B
City State/Province/Country ZIP/Postal Code
San Diego CALIFORNIA 92121
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Centaurus Financial Inc. 30833
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2300 E. Katella Avenue Suite 200
City State/Province/Country ZIP/Postal Code
Anaheim CALIFORNIA 92806
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Rice Pontes Capitial, Inc. 40056
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2001 Crow Canyon Road Suite 150
City State/Province/Country ZIP/Postal Code
San Ramon CALIFORNIA 94583
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
COLORADO
OREGON
Recipient
Recipient CRD Number    None
PrimeVest Financial Services, Inc. 15340
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
200 N. Sepulveda Blvd. Suite 1200
City State/Province/Country ZIP/Postal Code
El Segundo CALIFORNIA 90245
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Multi-Financial Securities Corporation 10299
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
200 N. Sepulveda Blvd. Suite 1200
City State/Province/Country ZIP/Postal Code
El Segundo CALIFORNIA 990245
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Financial Network Investment Corporation 13572
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
200 N. Sepulveda Blvd. Suite 1200
City State/Province/Country ZIP/Postal Code
El Segundo CALIFORNIA 90245
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
ING Financial Partners 2882
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
909 Locust Street MS 250
City State/Province/Country ZIP/Postal Code
Des Moines IOWA 50309
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount $100,000,000 USD
or    Indefinite
Total Amount Sold $15,642,184 USD
Total Remaining to be Sold $84,357,816 USD
or    Indefinite

Clarification of Response (if Necessary):

14. Investors

  
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
147

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $7,000,000 USD
X Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

Assuming maximum offering

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
   Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
NorthStar Income Opportunity REIT I, Inc. Andrew C. Richardson Andrew C. Richardson Pres., CFO and Treasurer 2010-06-30

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.