0001144204-14-001759.txt : 20140110
0001144204-14-001759.hdr.sgml : 20140110
20140110191200
ACCESSION NUMBER: 0001144204-14-001759
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20140103
FILED AS OF DATE: 20140110
DATE AS OF CHANGE: 20140110
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: SCHORSCH NICHOLAS S
CENTRAL INDEX KEY: 0001248577
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35263
FILM NUMBER: 14522946
4
1
v365134_4.xml
OWNERSHIP DOCUMENT
X0306
4
2014-01-03
0
0001507385
American Realty Capital Properties, Inc.
ARCP
0001248577
SCHORSCH NICHOLAS S
405 PARK AVENUE
NEW YORK
NY
10022
1
1
0
0
Chairman of the BoD and CEO
Common Stock
2014-01-08
4
A
0
2000000
12.43
A
2000000
D
Common Stock
1317743
D
Series F Cumulative Redeemable Preferred Stock
8254
D
Series F Cumulative Redeemable Preferred Stock
18044
I
Purchased by spouse as trustee of trusts for the benefit of the reporting person's children.
Operating Partnership Units
0
2014-01-03
4
J
0
135
A
Common Stock
135
135
D
Operating Partnership Units
0
2014-01-03
4
P
0
50767
9.39
A
Common Stock
50767
50767
D
Operating Partnership Units
0
2014-01-08
4
J
0
5238211
A
Common Stock
5238211
5238211
D
LTIPs
0
2014-01-08
4
J
0
7455504
A
Common Stock
7455504
7455504
D
Restricted shares of common stock issued pursuant to the issuer's Restricted Share Plan. Restricted shares vest over a five year period beginning on January 8, 2014 in increments of 20% per annum.
Operating partnership units ("OP Units") 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. (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").
In return for the initial capital contribution of $200,000 made by ARCT IV in connection with its formation, the ARCT IV Operating Partnership issued 8,888 general partnership units to ARCT IV. Upon the consummation of the Merger, each ARCT IV operating partnership unit was converted into 2.3961 ARCP OP Units. The OP Units were distributed pro rata to the reporting person and are now owned directly.
Pursuant to a contribution and exchange agreement, dated as of January 3, 2014, entered into the ARCT IV Operating Partnership, American Realty Capital Trust IV Special Limited Partner, LLC, (the "Special Limited Partner"), ARC Real Estate Partners, LLC and the ARCP Operating Partnership, the Special Limited Partner contributed $750,000 in cash to the ARCT IV Operating Partnership in exchange for operating partnership units in the ARCT IV Operating Partnership. The operating partnership units were automatically converted into OP Units of the ARCP Operating Partnership upon consummation of the Merger.
The Special Limited Partner is 100% owned by ARC, of which the reporting person is an equity holder and a manager. The OP Units were distributed pro rata to the reporting person and are now owned directly.
Represents OP Units issued upon accelerated vesting of certain LTIP Units of the ARCP Operating Partnership ("LTIP Units") issued pursuant to ARCP's 2013 Advisor Multi-Year Outperformance Agreement, as a result of ARCP's restructuring into a self-managed real estate investment trust. The OP Units were distributed pro rata to the reporting person and are now owned directly.
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, which includes the holding period of any units that were converted into OP Units (e.g., LTIP Units) and have no expiration date.
ARCP entered into a Multi-Year Outperformance Agreement with the reporting person. Under the plan, the reporting person will be eligible to earn performance-based bonus awards in the form of LTIP Units equal to his participation percentage of a pool that will be funded up to a maximum award opportunity. Subject to the reporting person's continued service through each vesting date, LTIP Units will vest 1/3 on each of January 8, 2017, January 8, 2018 and January 8, 2019.
/s/ Nicholas S.Schorsch
2014-01-10