Unassociated Document

Nicholas S. Schorsch		Copy to:
Chairman and Chief Executive Officer
American Realty Capital Properties, Inc.		Peter M. Fass, Esq.
405 Park Avenue		Steven L. Lichtenfeld, Esq.
New York, New York 10022		Proskauer Rose LLP
(Name and Address of Agent for Service)		Eleven Times Square
		New York, New York 10036
(212) 415-6500		(212) 969-3000
(Telephone Number, Including Area Code, of Agent For Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Title Of Securities To Be Registered		Amount To Be Registered(1)				Proposed Maximum Offering Price Per Share(2)				Proposed Maximum Aggregate Offering Price(2)				Amount Of Registration Fee
Common Stock, par value $0.01 per share			688,000			$	12.50			$	8,600,000			$	998.46

(1)

This Registration Statement covers 589,000 shares of the common stock, par value $0.01 per share (the “Common Stock”) of American Realty Capital Properties, Inc. (the “Registrant”) available for issuance under the American Realty Capital Properties, Inc. Equity Plan (the “Equity Plan”). This Registration Statement also covers 99,000 shares of Common Stock available for issuance under the American Realty Capital Properties, Inc. Non-Executive Director Stock Plan (collectively with the Equity Plan, the “Plans”). Further, this Registration Statement registers such additional shares of Common Stock as may be offered or issued under the Plans to prevent dilution resulting from stock splits, stock dividends or similar transactions that results in an increase in the number of the outstanding shares of Common Stock or shares issuable pursuant to awards granted under the Plans. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plans.

(2)

Calculated solely for purposes of this offering in accordance with Rule 457(h)(1) of the Securities Act, on the basis of the highest proposed selling price per share of the Common Stock by the Registrant in its initial public offering of the Common Stock.

(c)

the description of the Registrant’s Common Stock set forth in the Registrant’s Registration Statement on Form 8-A, filed with the Commission on August 1, 2011 to register the Registrant’s Common Stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with any subsequent amendment or report filed with the Commission for the purpose of updating this description of the Registrant’s Common Stock.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

In no event, however, will any information that the Registrant discloses under Item 2.02 or Item 7.01 of any Current Report on Form 8-K that the Registrant may from time to time furnish to the Commission be incorporated by reference into, or otherwise become a part of, this Registration Statement. Any statement contained in a document that is deemed to be incorporated by reference or deemed to be part of this Registration Statement after the most recent effective date may modify or replace existing statements contained in this Registration Statement.

Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (1) actual receipt of an improper benefit or profit in money, property or services or (2) active and deliberate dishonesty established by a final judgment as being material to the cause of action. The Registrant’s charter contains such a provision that limits such liability to the maximum extent permitted by Maryland law.

The Maryland General Corporation Law (“MGCL”) requires a corporation (unless its charter provides otherwise, which the Registrant’s charter does not) to indemnify a director or officer who has been successful in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity and permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in those or other capacities unless it is established that:

However, under the MGCL, a Maryland corporation may not indemnify a director or officer for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received. However, indemnification for an adverse judgment in a suit by the Registrant or in its right, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses.

a written undertaking by the director or officer or on the director’s or officer’s behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the director or officer did not meet the standard of conduct.

The Registrant’s charter obligates it, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to:

any individual who, while a director or officer of the Registrant and at its request, serves or has served another corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or any other enterprise as a director, officer, partner, member, manager or trustee of such corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity.

The Registrant’s charter and bylaws also permit it to indemnify and advance expenses to any person who served a predecessor of the Registrant in any of the capacities described above and to any employee or agent of the Registrant or a predecessor of the Registrant.

Insofar as the foregoing provisions permit indemnification of directors, officers or persons controlling the Registrant for liability arising under the Securities Act, the Registrant has been informed that, in the opinion of the Commission, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Exhibit No.		Description

4.1		Articles of Amendment and Restatement of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement No. 333-172205 on Form S-11/A filed by the Registrant with the Commission on July 5, 2011)

4.2		Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement No. 333-172205 on Form S-11/A filed by the Registrant with the Commission on June 13, 2011)

5.1		Opinion of Venable LLP (filed herewith)

23.1		Consent of Grant Thornton LLP (filed herewith)

23.2		Consent of Venable LLP (Included in Exhibit 5.1)

24.1		Powers of Attorney (included on the signature page of this Registration Statement)

99.1		American Realty Capital Properties, Inc. Equity Plan (filed herewith)

99.2		American Realty Capital Properties, Inc. Non-Executive Director Stock Plan (filed herewith)

(ii)

to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 7th day of September, 2011.

KNOW ALL PERSONS BY THESE PRESENTS that each of the undersigned officers and directors of American Realty Capital Properties, Inc. hereby constitutes and appoints Nicholas S. Schorsch and William M. Kahane, or any of them individually, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for and in such person’s name, place and stead, in the capacities indicated below, to sign this Registration Statement on Form S-8 of American Realty Capital Properties, Inc. and any and all amendments (including post-effective amendments) thereto, and to file or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might, or could, do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date

/s/ Nicholas S. Schorsch	Chairman and Chief Executive Officer	September 7, 2011
Nicholas S. Schorsch	(Principal Executive Officer)

/s/ William M. Kahane	President, Chief Operating Officer and	September 7, 2011
William M. Kahane	Director

/s/ Brian S. Block	Executive Vice President and Chief	September 7, 2011
Brian S. Block	Financial Officer
	(Principal Accounting Officer)

/s/ Dr. Walter P. Lomax, Jr.	Director	September 7, 2011
Dr. Walter P. Lomax, Jr.

/s/ David Gong	Director	September 7, 2011
David Gong

/s/ Edward G. Rendell	Director	September 7, 2011
Edward G. Rendell

Exhibit No.		Description

4.1		Articles of Amendment and Restatement of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement No. 333-172205 on Form S-11/A filed by the Registrant with the Commission on July 5, 2011)

4.2		Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement No. 333-172205 on Form S-11/A filed by the Registrant with the Commission on June 13, 2011)

5.1		Opinion of Venable LLP (filed herewith)

23.1		Consent of Grant Thornton LLP (filed herewith)

23.2		Consent of Venable LLP (Included in Exhibit 5.1)

24.1		Powers of Attorney (included on the signature page of this Registration Statement)

99.1		American Realty Capital Properties, Inc. Equity Plan (filed herewith)

99.2		American Realty Capital Properties, Inc. Non-Executive Director Stock Plan (filed herewith)

Maryland	45-2482685
(State or Other Jurisdiction of	(I.R.S. Employer Identification No.)
Incorporation or Organization)

405 Park Avenue
New York, New York	10022
(Address of Principal Executive Offices)	(Zip Code)

Large accelerated filer ¨		Accelerated filer ¨
Non-accelerated filer x	(Do not check if a smaller reporting company)	Smaller reporting company ¨

AMERICAN REALTY CAPITAL PROPERTIES,
INC.

By:	/s/ Nicholas S. Schorsch
	Nicholas S. Schorsch
	Chairman and Chief Executive Officer