0001144204-11-051951.txt : 20110908 0001144204-11-051951.hdr.sgml : 20110908 20110908193106 ACCESSION NUMBER: 0001144204-11-051951 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110906 FILED AS OF DATE: 20110908 DATE AS OF CHANGE: 20110908 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: American Realty Capital II, LLC CENTRAL INDEX KEY: 0001479605 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35263 FILM NUMBER: 111082035 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 3 1 v234460_3.xml OWNERSHIP DOCUMENT X0204 3 2011-09-06 0 0001507385 American Realty Capital Properties, Inc. ARCP 0001479605 American Realty Capital II, LLC 405 PARK AVENUE NEW YORK NY 10022 0 0 1 0 Common Stock 1043478 D Common Stock 282000 I See Footnote Manager's Stock 0 Common Stock 167400 I See Footnote The reporting person wholly owns American Realty Capital Advisors, LLC ("ARC Advisors"). ARC Advisors is the advisor to American Realty Capital Trust, Inc. ("ARCT"), which owns the reported securities, and in such capacity is responsible for managing ARCT's affairs on a day-to-day basis and for identifying and making investments on its behalf. 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 American Realty Capital Properties, Inc. ("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. 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. /s/ William M. Kahane, as Manager 2011-09-08