0001144204-11-051903.txt : 20110908 0001144204-11-051903.hdr.sgml : 20110908 20110908164615 ACCESSION NUMBER: 0001144204-11-051903 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110906 FILED AS OF DATE: 20110908 DATE AS OF CHANGE: 20110908 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAHANE WILLIAM M CENTRAL INDEX KEY: 0001189690 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35263 FILM NUMBER: 111081505 MAIL ADDRESS: STREET 1: GF CAPITAL MANAGEMENT STREET 2: 390 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: American Realty Capital Properties, Inc. CENTRAL INDEX KEY: 0001507385 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 405 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-415-6500 MAIL ADDRESS: STREET 1: 405 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 4 1 v234398_4.xml OWNERSHIP DOCUMENT X0304 4 2011-09-06 0 0001507385 American Realty Capital Properties, Inc. ARCP 0001189690 KAHANE WILLIAM M 405 PARK AVENUE NEW YORK NY 10022 1 1 0 0 See Remarks Common Stock 2011-09-06 4 P 0 1043478 11.50 A 1043478 I see footnote Common Stock 2011-09-06 4 P 0 282000 12.50 A 282000 I see footnote Operating Partnership Units 0 2011-09-06 4 P 0 41902 A Common Stock 41902 41902 I By ARC Real Estate Partners, LLC Manager's Stock 0 2011-09-06 4 A 0 167400 0 A Common Stock 167400 167400 I By ARC Properties Advisors, LLC The reporting person is a manager of American Realty Capital II, LLC ("ARC II"), which owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The reporting person is the President, Chief Operating Officer and Treasurer of American Realty Capital Trust, Inc., which owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. Operating Partnership Units ("OP Units") in ARC Properties Operating Partnership L.P. (the "Operating Partnership"), the operating partnership of American Realty Capital Properties, Inc. ("ARCP") of which ARCP is the general partner. The OP Units are exchangeable for cash or, at the option of the Operating Partnership, shares of ARCP's common stock on a one-to-one basis. OP Units are exchangeable, except under certain limited circumstances, starting 9/6/2012 and have no expiration date. Represents the reporting person's percentage holding of the total number of OP Units issued in this transaction. No cash was used in this transaction. OP Units, valued at $12.50 per OP Unit, were issued by the Operating Partnership in exchange for indirect equity interests in entities that own real properties. The reporting person is a manager in ARC Real Estate Partners, LLC, which received 310,000 OP Units in the Operating Partnership in exchange for indirect equity interests in entities that own real properties. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. Shares of Manager's Stock vest ratably in quarterly installments over a three-year period beginning on the first day of the calendar quarter after September 6, 2011. At such time that ARCP covers the payment of cash dividends declared on shares of its common stock with funds from operations, adjusted to exclude acquisition-related fees and expenses, for the six immediately preceding months, and pays all of the deferred dividends on the Manager's Stock, each share of Manager's Stock will convert into a share of ARCP's common stock, provided that to the extent any shares of Manager's Stock remain subject to further vesting requirements, such vesting requirements will apply to the shares of ARCP's common stock into which such shares of Manager's Stock were converted. Except if ARC Properties Advisors, LLC (the "Manager") is terminated for "cause" pursuant to the management agreement between ARCP and the Manager or resigns as manager under the management agreement other than for reason of ARCP's default in performance or observance of any material term condition or covenant contained in the management agreement beyond the applicable cure period, in the event that the Manager no longer manages ARCP's business affairs, holders of the Manager's Stock will be entitled to exchange their shares of Manager's Stock for shares of ARCP's common stock. Shares of Manager's Stock have no expiration date. The reporting person is a manager of ARC II, which wholly owns the Manager. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. President, Chief Operating Officer and Director /s/ William M. Kahane 2011-09-08