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^*

KAHANE WILLIAM M

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2014

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	01/03/2014		J⁽¹⁾⁽²⁾		624	A	⁽¹⁾⁽²⁾	376,178	D⁽³⁾
Series F Cumulative Redeemable Preferred Stock	01/03/2014		J⁽¹⁾⁽²⁾		713	A	⁽¹⁾⁽²⁾	713	D⁽³⁾

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	$0	01/03/2014		J⁽⁴⁾⁽⁵⁾		883,157		01/03/2015⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽⁴⁾⁽⁵⁾⁽⁶⁾	Common Stock	883,157	⁽⁴⁾⁽⁵⁾⁽⁶⁾	883,157	D⁽³⁾
Operating Partnership Units	$0	01/03/2014		J⁽⁷⁾		161,567		⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Stock	161,567	⁽⁶⁾⁽⁷⁾	161,567	D⁽⁸⁾

Explanation of Responses:

1. Shares were acquired pursuant to a merger agreement (the "Merger Agreement") among American Realty Capital Properties, Inc. ("ARCP"), American Realty Capital Trust IV, Inc. ("ARCT IV"), American Realty Capital Properties Operating Partnership, L.P., ARCP's operating partnership (the "ARCP Operating Partnership"), American Realty Capital Operating Partnership IV, L.P. (the "ARCT IV Operating Partnership") and Thunder Acquisition LLC, a wholly owned subsidiary of ARCP ("Merger Sub"), pursuant to which ARCT IV merged with and into Merger Sub (the "Merger").

2. On January 3, 2014, the effective time of the Merger, each outstanding share of common stock of ARCT IV held by American Realty Capital Trust IV Special Limited Partner, LLC (the "Special Limited Partner") was exchanged for (i) $9.00 in cash plus (ii) 0.5190 shares of ARCP's common stock, par value $0.01 per share, and (iii) 0.5937 shares of a series of ARCP preferred stock designated as Series F Cumulative Redeemable Preferred Stock (the "Series F Preferred Stock"). At the close of business on January 3, 2014, the effective date of the Merger, the closing price of ARCP's common stock was $12.91 per share. At the close of business on January 6, 2014, the first day of trading of the Series F Preferred Stock, the closing price of the Series F Preferred Stock was $21.30 per share.

3. The Special Limited Partner is 100% owned by AR Capital, LLC ("ARC"), of which the reporting person is an equity holder and a manager. The shares of common stock, Series F Preferred Stock and OP Units held by the Special Limited Partner were distributed pro rata to the reporting person and are now owned directly.

4. Pursuant to the terms of the Amended and Restated Agreement of Limited Partnership of the ARCT IV Operating Partnership (the "ARCT IV OP Agreement Agreement"), dated as of November 12, 2012, OP units were issued to American Realty Capital Trust IV Special Limited Partner, LLC (the "Special Limited Partner"), the holder of the special limited partner interest in the ARCT IV Operating Partnership (the "SLP Interest"). The SLP Interest entitled the Special Limited Partner to receive certain distributions from the ARCT IV Operating Partnership, including a subordinated distribution of net sales proceeds resulting from an "investment liquidity event" (as defined in the ARCT IV OP Agreement).

5. The Merger constituted an "investment liquidity event" under the ARCT IV OP Agreement as a result of which the Special Limited Partner, in connection with management's successful attainment of the 6% performance hurdle and return to ARCT IV's stockholders in addition to their initial investment, was entitled to receive a subordinated distribution of net sales proceeds from the ARCT IV Operating Partnership in an amount equal to approximately $62.7 million (the "Subordinated Distribution Amount").

6. OP Units are exchangeable for cash or, at the option of the ARCP Operating Partnership, shares of ARCP's common stock on a one-to-one basis. OP Units are exchangeable, except under certain limited circumstances, beginning one year from the date of issuance and have no expiration date.

7. Pursuant to the ARCT IV OP Agreement, American Realty Capital Advisors IV, LLC (the "ARCT IV Advisor") was entitled to a "profits interest" in the form of Class B Units in the ARCT IV Operating Partnership in connection with its asset management services. The Class B Units were converted into OP Units prior to the Merger. Upon the consummation of the Merger, each ARCT IV OP Unit held by the ARCT IV Advisor was converted into 2.3961 ARCP OP Units.

8. The ARCT IV Advisor is 100% owned by ARC, of which the reporting person is an equity holder and a manager. The OP Units held by the ARCT IV Advisor were distributed pro rata to the reporting person and are now owned directly.

	/s/ William M. Kahane	01/07/2014
	** Signature of Reporting Person	Date
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