SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SCHORSCH NICHOLAS S

(Last)

(First)

(Middle)

C/O ARCP

405 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
American Realty Capital Properties, Inc. [ ARCP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman of the BoD and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/07/2014		J⁽¹⁾		246,914	A	$12.7918	3,564,657	D
Series F Cumulative Redeemable Preferred Stock								8,254	D
Series F Cumulative Redeemable Preferred Stock								9,790	I	Held by trust for the benefit of the reporting person's children

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Operating Partnership Units	⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	⁽²⁾		4,146,513	D
Operating Partnership Units	⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	⁽²⁾		197,042	D
Operating Partnership Units	⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	⁽²⁾		428,474	D
Operating Partnership Units	⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	⁽²⁾		36,101	D
Operating Partnership Units	⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	⁽²⁾		4,153,021	D
Operating Partnership Units	⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	⁽²⁾		135	D
Operating Partnership Units	⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	⁽²⁾		759,765	D
Operating Partnership Units	⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	⁽²⁾		50,767	D
Operating Partnership Units	⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	⁽²⁾		5,238,211	D
LTIPs	⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	⁽²⁾		7,455,504	D
Operating Partnership Units	$0	02/07/2014		J⁽³⁾		122		⁽⁴⁾	⁽⁴⁾	Common Stock	122	⁽³⁾	122	D

Explanation of Responses:

1. Issued in lieu of cash for previously earned asset management fees payable to the issuer's manager. The reporting person is an equity holder of the manager. As a result of the issuer's transition to self-management and elimination of the manager, these shares were issued ratably to the reporting person and are now owned directly.

2. Terms of such security have been reported on Form 4 previously filed by reporting person.

3. In return for the initial capital contribution of $2,020 made by the advisor of American Realty Capital Trust III, Inc. ("ARCT III") in connection with its formation, ARCT III's operating partnership issued operating partnership units to the ARCT III advisor. Upon the consummation of the merger of the issuer and ARCT III, each ARCT III operating partnership unit was converted into 0.95 operating partnership units of the issuer's operating partnership. The reporting person owned equity interest in the ARCT III advisor. The OP units are being issued pro rata to the reporting person and are now owned directly.

4. Operating partnership units are exchangeable for cash or, at the option of the issuer, shares of the issuer's common stock on a one-to-one basis. Operating partnership units are exchangeable, except under certain limited circumstances, beginning one year from the date of issuance, which includes the holding period of any units that were converted into operating partnership units and have no expiration date.

	/s/ Nicholas S. Schorsch	02/12/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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