8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 22, 2014 (December 16, 2014)

AMERICAN REALTY CAPITAL PROPERTIES, INC.
ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
(Exact name of Registrant as specified in its charter)
Maryland	001-35263	45-2482685
Delaware	333-197780	45-1255683
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
405 Park Avenue, 15th Floor
New York, New York 10022
(Address of principal executive offices, including zip code)
(212) 415-6500
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)

________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c)

(3)     On December 16, 2014, in connection with Gavin Brandon’s appointment as American Realty Capital Properties, Inc.’s (the “Company”) Chief Accounting Officer as previously announced on October 29, 2014, Mr. Brandon entered into an Employment Letter, effective as of October 28, 2014 (the “Employment Letter”), and an Employee Confidentiality and Non-Competition Agreement, entered into as of December 16, 2014 (the “Confidentiality and Non-Competition Agreement”) with the Company.

Under his Employment Letter, Mr. Brandon will have the title of Chief Accounting Officer of the Company and report to the Company’s Chief Financial Officer and executive management. The Employment Letter provides Mr. Brandon with an annual base salary of $320,000 (to be in effect through December 31, 2015), eligibility for an annual cash bonus in accordance with the Company’s bonus policy for years commencing after December 31, 2014, and eligibility to receive standard employee benefits given to the Company’s employees.

Within 30 days following December 16, 2014, subject to the approval of the Company’s Board of Directors (the “Board”) or the Board’s Compensation Committee, Mr. Brandon will receive a retention grant consisting of the number of restricted shares or units of the Company’s common stock equal in value to $200,000 (the “Retention Grant”). The number of shares of the Company’s common stock to be granted pursuant to the Retention Grant will be determined based on the closing price of the Company’s common stock on the last trading day immediately prior to the grant date, such price to be rounded down to the nearest amount to provide for the grant of a whole number of shares. Subject to Mr. Brandon’s continued service to the Company, (i) 50% of the Retention Grant will vest equitably on each of the first, second, third and fourth anniversaries of October 28, 2014 solely based on Mr. Brandon’s continuous service and (ii) 50% of the Retention Grant will vest equitably on each of the first, second, third and fourth anniversaries of October 28, 2014, subject to the Company’s common stock achieving a trading price of at least $10.00 per share for any 20 consecutive days prior to December 31, 2017.

Pursuant to the Employment Letter, the Company may terminate Mr. Brandon’s employment with or without cause (as defined in the Employment Letter) at any time, and Mr. Brandon may terminate his employment for any reason upon 60 days’ written notice to the Company. In the event of a termination of Mr. Brandon by the Company without cause, Mr. Brandon will be entitled to receive a continued payment of his base salary for a period of six (6) months and full vesting of the Retention Grant, subject to his execution of a fully effective and non-revocable release of claims in a form provided by the Company.

In connection with the Employment Letter, Mr. Brandon also entered into the Confidentiality and Non-Competition Agreement, pursuant to which Mr. Brandon is subject to certain confidentiality, non-competition and other obligations.

The foregoing descriptions of the terms of Mr. Brandon’s agreements with the Company do not purport to be complete and are qualified in their entirety by reference to the Employment Letter and the Confidentiality and Non-Competition Agreement, copies of which are attached to this report as Exhibits 99.1 and 99.2, respectively.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Employment Letter, effective as of October 28, 2014
99.2	Confidentiality and Non-Competition Agreement, effective as of December 16, 2014

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMERICAN REALTY CAPITAL PROPERTIES, INC.
By:	/s/ Richard A. Silfen
Name:	Richard A. Silfen
Title:	Executive Vice President, General Counsel and Secretary

ARC PROPERTIES OPERATING PARTNERSHIP, L.P. By: American Realty Capital Properties, Inc., its sole general partner
By:	/s/ Richard A. Silfen
Name:	Richard A. Silfen
Title:	Executive Vice President, General Counsel and Secretary

Date: December 22, 2014

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Exhibit Index

Exhibit No.	Exhibit
99.1	Employment Letter, effective as of October 28, 2014
99.2	Confidentiality and Non-Competition Agreement, effective as of December 16, 2014

EX-99.1

Exhibit 99.1

December 16, 2014

Gavin Brandon

RE: Employment Letter

Dear Gavin:

This letter agreement (this “Employment Letter”) sets forth the terms of your continued employment with American Realty Capital Properties, Inc. (the “Company”) effective as of October 28, 2014 (the “Effective Date”).

Position & Title

Your title will be Chief Accounting Officer for the Company, reporting to the Chief Financial Officer and the executive management of the Company. You will be responsible for assisting in (i) the oversight of internal and external reporting functions of the Company including financial projections; (ii) the implementation of best practices within the accounting and finance functions of the Company; and (iii) related efforts within the accounting and finance departments as directed by the Chief Financial Officer of the Company and executive management. You shall devote your full business time and attention and your best efforts to the performance of your duties and responsibilities hereunder.

Office

You will work out the Phoenix, Arizona office of the Company with travel as necessary.

Compensation

You will be paid a base salary at the rate of $320,000 per annum, payable in periodic installments according to the Company’s normal payroll practices. This base salary will be in effect through December 31, 2015. For years commencing after December 31, 2014, you will be eligible for an annual cash bonus in accordance with the Company’s bonus policy.

Retention Grant

Within thirty (30) days following the date hereof, you will be granted, subject to the approval of the Board of Directors of the Company (or its Compensation Committee), under the terms of the Company’s Equity Plan, a number of restricted shares or units of the common stock, par value $0.01, of the Company (the “Common Stock”) equal in value to $200,000 (the “Retention Grant”). The number of shares of Common Stock to be granted under the Retention Grant will be determined based on the closing price of the Common Stock on the last trading day immediately prior to the grant date, such price to be rounded down to the nearest amount as will provide for the grant or purchase of a whole number of shares. Subject to your continued service, other than as set forth below, (i) fifty percent (50%) of the Retention Grant will vest in four (4) equal installments on each of the first, second, third and fourth anniversaries of the Effective Date and (ii) the remaining fifty percent (50%) of the Retention Grant will vest in four (4) equal installments on each of the first, second, third and fourth anniversaries of the Effective Date, subject to the Company’s Common Stock achieving a trading price of at least $10.00 per share for twenty (20) consecutive trading days prior to December 31, 2017.

Termination

You will be an “at-will” employee, and the Company may terminate your employment with or without Cause (as defined below) at any time, and you may terminate your employment for any reason upon not less than sixty (60) days written notice to the Company (which the Company may, in its sole discretion, make effective earlier than any notice date). In the event of a termination of your employment by the Company without Cause, whether prior to or following a change in control of the Company, subject to your execution of a fully effective and non-revocable release of claims in a form provided by the Company within thirty (30) days following the date of termination, you will be entitled to (i) continued payment of your base salary for a period of six (6) months following the date of termination; provided that the first payment will be made on the thirtieth (30^th) day after the date of termination, and will include payment of any amount that were otherwise due prior thereto and (ii) full vesting of the Retention Grant.

For the purposes of this Employment Letter, “Cause” means that you have: (i) committed, with respect to the Company, an act of fraud, embezzlement, misappropriation, intentional misrepresentation or conversion of assets, (ii) been convicted of, or entered a plea of guilty or “nolo contendere” to, a felony (excluding any felony relating to the negligent operation of an automobile), (iii) willfully failed to substantially perform (other than by reason of illness or temporary disability) your reasonably assigned material duties, (iv) engaged in willful misconduct in the performance of your duties, (v) engaged in conduct that violated the Company’s then existing written internal policies or procedures and which is materially detrimental to

the business and reputation of the Company, or (vi) materially breached any non-competition, non-disclosure or other agreement in effect between you and the Company.

Benefits

You will be entitled to the standard benefits given to employees of ARCP, currently including four (4) weeks of paid vacation (20 working days), company paid individual health coverage, participation within the 401(k) plan, group life insurance and group disability coverage.

Other

The Company may withhold from any and all amounts payable to you such federal, state and local taxes as may be required to be withheld pursuant to applicable laws or regulations.

These are the terms of your employment with the Company subject to our receipt of (i) your signed acceptance of this Employment Letter and (ii) your signed acceptance of the attached Confidentiality and Non-Competition Agreement.

Sincerely,

/s/ Michael Sodo

Michael Sodo

EVP&CFO

American Realty Capital Properties, Inc.

Accepted By:

/s/ Gavin Brandon

Gavin Brandon

Do you have any immediate family members or a significant other employed in the non-traded REIT, alternative investment or broker dealer industry? Yes ___ No X

If “Yes,” please explain: ___________________________________________________________

EX-99.2

Exhibit 99.2

EMPLOYEE CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

THIS AGREEMENT is made as of December 16, 2014, by the undersigned employee (hereinafter called “Employee”) of American Realty Capital Properties, Inc. (together with all other affiliated and/or related entities of the foregoing, the “Employer'' or the “Company”) a Maryland corporation.

WHEREAS, prior to employment by Employer, Employee understood and agreed that an agreement containing restrictive and other provisions of the type hereinafter set forth would be entered into by Employee as an ancillary part of the taking of such employment and Employee is in fact herein entering into such an agreement;

WHEREAS, Employee understands that at various times Employee may be performing services for the benefit of any one or more of the entities comprising the Employer even though Employee may actually be an employee of only one or less than all of such entities or individuals;

WHEREAS, Employee understands and agrees that Employee will be an employee at will without employment or any right of employment for any fixed or particular time period or term notwithstanding that Employee's compensation arrangements now or in the future may be based upon a stated time period or time basis which will not in any way constitute any agreement or understanding that Employee is or will be employed for that or any other particular time period or for any fixed term, and at all times Employee will remain and be, in fact, an employee at will.

NOW, THEREFORE, with intent to be legally bound, as an ancillary part of the taking of said employment and in consideration thereof, Employee agrees as follows:

1. CONFIDENTIAL AND PROPRIETARY INFORMATION OF EMPLOYER

The Employee recognizes and acknowledges that certain assets of the Employer constitute Confidential Information. The term “Confidential Information” as used in this Agreement shall mean all information which is known only to the Employee or the Employer, other employees of the Employer, or others in a confidential relationship with the Employer, and relating to the Employer's business including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary Employer programs, sales products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets, as such information may exist from time to time, which the Employee acquired or obtained by virtue of work performed for the Employer, or which the Employee may acquire or may have acquired knowledge of during the performance of said work. The Employee shall not, during or after the term of Employee's employment with the Company (the “Term”), disclose all or any part of the Confidential information to any person, firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly or indirectly, except as may be required pursuant to his employment hereunder, unless and until such Confidential Information becomes publicly available other than as a consequence of the breach by the Employee of his confidentiality obligations hereunder. In the event of the termination of his employment, whether voluntary or involuntary and whether by the Employer or the Employee, the Employee shall deliver to the Employer all documents and data pertaining to the Confidential Information and shall not take with him any documents or data of any kind or any reproductions (in whole or in part) or extracts of any items relating to the Confidential Information.

In the event that the Employee receives a request or is required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of 1he Confidential Information, the Employee agrees to (a) promptly notify the Employer in writing of the existence, terms and circumstances surrounding such request or requirement, (b) consult with the Employer on the advisability of taking legally available steps to resist or narrow such request or requirement, and (c) assist the Employer in seeking a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained or that the Employer waives compliance with the provisions hereof, the Employee shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or resulted from a previous disclosure by the Employee not permitted by this Agreement.

2. INTELLECTUAL PROPERTY OF EMPLOYER

During the Term, the Employee shall promptly disclose to the Employer or any successor or assign, and grant to the Employer and its successors and assigns without any separate remuneration or compensation other than that received by him in the course of his employment, his entire right, title and interest in and to any and all inventions, developments, discoveries, models, or any other intellectual property of any type or nature whatsoever (“Intellectual Property”), whether developed by him during or after business hours, or alone or in connection with others, that is in any way related to the business of the Employer, its successors or assigns. This provision shall not apply to books or articles authored by the Employee during non-work hours, consistent with his

obligations under this Agreement, so long all such books or articles (a) are not funded in whole or in party by the Employer, and (b) do not contain any Confidential Information or Intellectual Property of the Employer. The Employee agrees, at the Employer's expense, to take all steps necessary or proper to vest title to all such Intellectual Property in the Employer, and cooperate fully and assist the Employer in any litigation or other proceedings involving any such Intellectual Property.

3. NON-COMPETITION BY EMPLOYEE AND RESTRICTIVE COVENANT

During the Term and for a period of nine (9) calendar months after the termination of the Employee’s employment for any reason (the “Restricted Period”), the Employee shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: engage or assist others who engage, in whole or in part, in any business or enterprise that is directly competitive with (x) the business that the Company engaged in during the period of the Employee's employment with the Company, currently net leased real estate investments, or (y) any product, service or business as to which the Company has actively begun preparing to develop at the time of Employee's separation from the Company.

During the Term and the Restricted Period, the Employee shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) have any contact with any investor, advisor or registered financial representative which was an investor, or advisor or registered financial representative of an investor, of the Company during the period of my employment or which the Company was actively pursuing as a potential investor, advisor or registered financial representative of a potential investor at the time my employment terminates, for the purpose of pursuing activities with that investor, advisor or registered financial representative which are competitive with or similar to the relationship between the Company and that investor, or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company at any time while the Employee was also employed.

Nothing in this Section 3 shall prohibit Employee from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. The Employee agrees to secure prior written consent from the Chief Compliance Officer of the Company for any outside business activity described in the Written Supervisory Procedures.

The Employee agrees that the restraints imposed upon him pursuant to this Section 3 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that in the event that any provision of this Section 3 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too greatly a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

4. EMPLOYER PROPERTY

Employee shall be responsible for the safekeeping of any equipment or property provided by Employer, including but not limited to furniture, supplies, records, documents, cellular phones, laptop computers, desktop computers, printers, fax machines, answering machines, computer software, manuals, etc., and shall reimburse Employer or replace the equipment or property if any is lost or stolen while in Employee's possession.

Upon termination of Employee's employment with Employer, Employee shall turn over to Employer upon demand all such equipment and property provided by Employer. Employee must also return to Employer all Employer files, records and keys issued.

5. INJUNCTIVE RELIEF

Employee and Employer agree that any breach by Employee of the covenants and agreements contained in any Section of this Agreement will result in irreparable injury to Employer for which money damages could not adequately compensate Employer and therefore, in the event of any such breach, Employer shall be entitled (in addition to any other rights or remedies which Employer may have at law or in equity, including money damages) to have an injunction issued by any competent court of equity enjoining and restraining Employee and/or any other person involved therein from continuing such breach. If Employer resorts to the courts for the enforcement of any of the covenants or agreements contained herein, or if such covenants or agreements are otherwise the subject of litigation between the parties, Employee shall be liable for Employer's reasonable attorneys' fees and legal expenses, and then any limiting term of such covenants and agreements shall be extended for a period of time equal to the period of such breach, which extension shall commence on the later of (a) the date of which the original (unextended) term of such

covenants and agreements is scheduled to terminate or (b) the date that the final court (without further right of appeal) enforces such covenant or agreement.

6. CONTINUING EFFECT OF OTHER PROVISIONS IN EVENT OF PARTIAL INVALIDITY

Employee further agrees that a breach of any agreement, whether written or oral, between Employer and Employee or any other actionable conduct by Employee, or any defense, set-off or counterclaim by Employee against Employer, or any other related rights Employee has against Employer will have no effect on any or all of the terms and provisions of the restrictive covenants and other agreements contained herein or on their enforceability and validity. If any portion of the covenants or agreements contained in this Agreement, or the application thereof, is construed to be invalid or unenforceable then the other portions of such covenants or agreements or the application thereof shall not be affected and shall be given full force and effect without regard to the invalid or unenforceable portions. If any covenant or agreement therein is held to be unenforceable because of the area covered or the duration thereof, such covenant or agreement shall then be enforceable in its reduced form. If any of the provisions hereof violate or contravene the applicable laws of any jurisdiction, such provisions shall be deemed not to be a part of this Agreement with respect to such jurisdiction only, and the remainder of this Agreement shall remain in full force and effect in such jurisdiction and this entire Agreement shall remain in full force and effect in all other jurisdictions.

7. BENEFIT TO SUCCESSORS OF EMPLOYER AND APPLICABLE LAW

This Agreement shall inure to the benefit of Employer and its successors and assigns. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, Employer shall be entitled to reasonable attorneys' fees, costs, and necessary disbursements if Employer prevails in such action. This Agreement shall be construed and enforced in accordance with the laws of the New York State. If required by the context of this Agreement, singular language shall be construed as plural, plural language shall be construed as singular, and the gender of personal pronouns shall be construed as masculine, feminine or neuter. This Agreement supplements and does not supersede and is in no way in diminution of any other agreements(s), entered into by Employee regarding the subject matter hereof or containing provisions the same as or similar in nature hereto, and this Agreement and all such agreements shall remain in full force and effect, independent of one another, and the provisions most restrictive to Employee of this Agreement and all such agreements shall be the controlling provisions that are applicable to Employee.

Employee represents, warrants and covenants that employee is not a party to or bound by any agreement with any third person or entity and/or is not otherwise bound by law which would in any way restrict, inhibit or limit Employee's ability to fully render and perform all services requested by Employer, including but not limited to, fully contacting and dealing with all customers and suppliers in all marketplaces, fully advising Employer about processes and methods, fully using and disclosing all information about suppliers, customers, processes and methods of which Employee may have knowledge, and keeping Employer fully informed of such, and/or which would in any way restrict, inhibit or limit Employee’s ability to fully compete with any third person or entity seeking in any way to restrict, inhibit or limit Employee from fully rendering and performing all services requested by Employer, including but not limited to, those set forth above, and/or seeking damages as a result thereof. Employee hereby agrees to indemnify and hold harmless Employer from any and all claims, liabilities, losses, damages and/or expenses with respect thereto including but not limited to reasonable attorneys' fees. Employee hereby acknowledges that he fully understands that Employer's employment of Employee is conditioned upon Employee's ability to fully render and perform all services requested of him without any restriction, hindrance or limit by any third person or entity.

IN WITNESS WHEREOF, Employee has executed this Agreement with intent to be legally bound as of the day and year first above written.

EMPLOYEE:

/s/ Gavin Brandon

By: Gavin Brandon