Filed Pursuant to Rule 424(b)(3)
Registration No. 333-194135

AMERICAN REALTY CAPITAL NEW YORK CITY REIT, INC.
 
SUPPLEMENT NO. 12, DATED DECEMBER 5, 2014,
TO THE PROSPECTUS, DATED APRIL 24, 2014

This prospectus supplement, or this Supplement No. 12, is part of the prospectus, or the Prospectus, of American Realty Capital New York City REIT, Inc., or the Company, dated April 24, 2014, as supplemented by Supplement No. 11, dated November 20, 2014, or Supplement No. 11. This Supplement No. 12 supplements, modifies, supersedes and replaces certain information contained in our Prospectus and Supplement No. 11 and should be read in conjunction with our Prospectus and Supplement No. 11. This Supplement No. 12 will be delivered with the Prospectus and Supplement No. 11. Unless the context suggests otherwise, the terms “we,” “us” and “our” used herein refer to the Company, together with its consolidated subsidiaries.

The purposes of this Supplement No. 12 are to, among other things:

• update certain operating information;

• update our risk factors;

• update disclosure relating to management;

• replace Table III contained in Appendix A — Prior Performance Tables; and

• replace Appendix C-2 — Multi-Offering Subscription Agreement.

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OPERATING INFORMATION

Management Updates

On November 20, 2014, the board of directors of American Realty Capital New York City REIT, Inc. (the “Company”) appointed Michael A. Happel, currently the president and secretary of the Company, to serve as the Company’s chief executive officer. Mr. Happel, currently president and secretary of the Company’s advisor and the Company’s property manager, will also serve as chief executive officer of the Company’s advisor and the Company’s property manager. Mr. Happel will continue to serve in his roles as president and secretary of the Company, the Company’s advisor and the Company’s property manager. In connection with Mr. Happel’s appointment as chief executive officer, Nicholas S. Schorsch resigned from his role as chief executive officer of the Company, effective as of that same date. Mr. Schorsch did not resign pursuant to any disagreement with the Company. Mr. Schorsch also resigned from his role as chief executive officer of the Company’s advisor and the Company’s property manager.

PROSPECTUS UPDATES

Prospectus Summary

The last sentence of the second paragraph under the heading “Who is your advisor and what will its responsibilities be?” on page 3 of the Prospectus is hereby deleted in its entirety and replaced with the following disclosure.

“Michael A. Happel and Gregory W. Sullivan, who are executive officers of our company, act as executive officers of our advisor.”

Risk Factors

The first sentence under the risk factor entitled “The loss of or the inability to obtain key real estate professionals at our advisor or our dealer manager could delay or hinder implementation of our investment strategies, which could limit our ability to make distributions and decrease the value of your investment.” on page 32 of the Prospectus is hereby deleted in its entirety and replaced with the following disclosure.

“Our success depends to a significant degree upon the contributions of Messrs. Happel and Sullivan at our advisor and William E. Dwyer III and Louisa H. Quarto at our dealer manager.”

Management

The table under the heading “Executive Officers and Directors” on page 84 of the Prospectus is hereby deleted in its entirety and replaced with the following table.

“Name	Age	Position(s)
Nicholas S. Schorsch	53	Chairman of the Board of Directors
William M. Kahane	66	Director
Michael A. Happel	51	Chief Executive Officer, President and Secretary
Gregory W. Sullivan	60	Chief Financial Officer, Chief Operating Officer and Treasurer
Elizabeth K. Tuppeny	53	Independent Director
Robert T. Cassato	63	Independent Director
Abby M. Wenzel	54	Independent Director”

The table and the third paragraph under the section entitled “The Advisor” on page 94 of the Prospectus are hereby deleted in their entirety and replaced with the following disclosure.

“The officers and key personnel of our advisor are as follows:

Name	Age	Position(s)
Michael A. Happel	51	Chief Executive Officer, President and Secretary
Gregory W. Sullivan	60	Chief Financial Officer, Chief Operating Officer and Treasurer

The backgrounds of Messrs. Happel and Sullivan are described in the “Management — General —  Executive Officers and Directors” section of this prospectus.”

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The section entitled “Affiliated Companies — Property Manager” on page 96 of the Prospectus is hereby deleted in its entirety and replaced with the following disclosure.

“The Property Manager

Our property manager is indirectly wholly owned and controlled by Messrs. Schorsch and Kahane. Mr. Happel acts as chief executive officer, president and secretary of our property manager. Mr. Sullivan acts as chief financial officer, chief operating officer and treasurer of our property manager. Our property manager may engage third-party property managers to manage certain of our properties, including our hotel properties.”

The first sentence under the heading “Investment Decisions” on page 98 of the Prospectus is hereby deleted in its entirety and replaced with the following disclosure.

“The primary responsibility for the investment decisions of our advisor and its affiliates, the negotiation for these investments and the property management and leasing of these investment properties resides with Messrs. Happel and Sullivan and our advisor seeks to invest in office properties and other property types located in the five boroughs of New York City on our behalf that satisfy our investment objectives.”

The first three sentences of the second paragraph under the sub-heading “Certain Relationships and Related Transactions — Advisory Agreement” on page 98 of the Prospectus are hereby deleted in their entirety and replaced with the following disclosure.

“Michael A. Happel is the chief executive officer, president and secretary of both our company and our advisor. Gregory W. Sullivan is the chief financial officer, chief operating officer and treasurer of both our company and our advisor.”

The third and fourth sentences of the fourth paragraph under the sub-heading “Certain Relationships and Related Transactions — Dealer Manager Agreement” on page 99 of the Prospectus are hereby deleted in their entirety and replaced with the following disclosure.

“Nicholas S. Schorsch, the chairman of our board of directors, and William M. Kahane, together indirectly own a majority of the ownership and voting interests of our dealer manager. Edward M. Weil, Jr., serves as chairman of our dealer manager.”

Conflicts of Interest

The second sentence of the fourth paragraph under the heading “Our Sponsor and its Affiliates” as added by Supplement No. 11, is hereby deleted in its entirety and replaced with the following disclosure.

“Mr. Schorsch, the chairman of our board of directors, and Mr. Kahane are directors of RCAP.”

The penultimate sentence of the second paragraph under the heading “Allocation of Our Affiliates’ Time” on page 118 of the Prospectus is hereby deleted in its entirety and replaced with the following disclosure.

“We believe that certain executive officers of our advisor and property manager will devote a large portion of their time to us.”

Prior Performance Tables

Table III contained in Appendix A of the Prospectus, as included in Supplement No. 11, is hereby deleted in its entirety and replaced with the following Table III.

Subscription Agreement

The form of multi-offering subscription agreement included as Appendix C-2 to this Supplement No. 12 hereby replaces in its entirety Appendix C-2 to the Prospectus, as included in Supplement No. 11.

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TABLE III
  
OPERATING RESULTS OF PRIOR PROGRAMS

Table III summarizes the operating results of ARCT from its inception on August 17, 2007 to December 31, 2011, its last year before termination, ARCT III from its inception on October 15, 2010 to December 31, 2012, its last year before termination, ARCT IV from its inception on February 14, 2012 to December 31, 2013, PE-ARC from its inception on October 13, 2009 to December 31, 2013, HCT from its inception on August 23, 2010 to December 31, 2013, ARCT V from its inception on January 22, 2013 to December 31, 2013, and NYRT from its inception on October 6, 2009 to December 31, 2013.

	ARCT(2)															ARCT III(3)								ARCT IV
(dollars in thousands, except per share data)	Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2009			Year Ended December 31, 2008			Period From August 17, 2007 (Date of Inception) to December 31, 2007			Year Ended December 31, 2012			Year Ended December 31, 2011			Period From October 15, 2010 (Date of Inception) to December 31, 2010		Year Ended December 31, 2013			Period From February 14, 2012 (Date of Inception) to December 31, 2012
Summary Operating Results
Gross revenues	$	129,120		$	44,773		$	14,964		$	5,546		$	—		$	49,971		$	795		$	—	$	89,382		$	414
Operating expenses	$	113,981		$	36,919		$	9,473		$	3,441		$	1		$	75,580		$	2,884		$	—	$	139,559		$	2,970
Operating income (loss)	$	15,139		$	7,854		$	5,491		$	2,106		$	(1	)	$	(25,609	)	$	(2,089	)	$	—	$	(50,177	)	$	(2,556	)
Interest expense	$	(37,373	)	$	(18,109	)	$	(10,352	)	$	(4,774	)	$	—		$	(7,500	)	$	(36	)	$	—	$	(21,505	)	$	—
Net income (loss)-GAAP basis	$	(23,955	)	$	(9,652	)	$	(4,315	)	$	(4,283	)	$	(1	)	$	(32,151	)	$	(2,124	)	$	—	$	(71,659	)	$	(2,537	)
Summary Statement of Cash Flows
Net cash flows provided by (used in) operating activities	$	49,525		$	9,864		$	(2,526	)	$	4,013		$	(200	)	$	5,542		$	(1,177	)	$	—	$	19,314		$	(2,170	)
Net cash flows provided by (used in) investing activities	$	(1,203,365	)	$	(555,136	)	$	(173,786	)	$	(97,456	)	$	—		$	(1,499,605	)	$	(72,453	)	$	—	$	(2,156,838	)	$	(76,916	)
Net cash flows provided by (used in) financing activities	$	1,155,184		$	572,247		$	180,435		$	94,330		$	—		$	1,632,005		$	89,813		$	—	$	2,024,247		$	214,788
Amount and Source of Distributions
Total distributions paid to common stockholders(1)	$	86,597		$	20,729		$	3,176		$	445		$	—		$	55,611		$	565		$	—	$	90,520		$	801
Distribution data per $1,000 invested:
Total distributions paid to common stockholders	$	51.07		$	34.32		$	21.96		$	37.97		$	—		$	31.77		$	5.50		$	—	$	51.62		$	3.14
From operations	$	26.38		$	16.33		$	—		$	25.26		$	—		$	3.17		$	—		$	—	$	11.01		$	—
From sales of properties	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	—		$	—
From financings	$	—		$	—		$	—		$	—		$	—		$	—		$	2.86		$	—	$	—		$	—
From offering proceeds	$	1.65		$	2.56		$	13.06		$	—		$	—		$	13.30		$	—		$	—	$	28.82		$	1.76
From offering proceeds / distribution reinvestment plan	$	23.04		$	15.43		$	8.90		$	12.71		$	—		$	15.30		$	2.64		$	—	$	11.79		$	1.38
Summary Balance Sheet
Total assets (before depreciation)	$	2,232,151		$	946,831		$	350,569		$	167,999		$	938		$	1,741,260		$	90,496		$	402	$	2,274,944		$	217,048
Total assets (after depreciation)	$	2,130,575		$	914,054		$	339,277		$	164,942		$	938		$	1,709,383		$	89,997		$	402	$	2,218,446		$	216,743
Total liabilities	$	730,371		$	411,390		$	228,721		$	163,183		$	739		$	252,386		$	6,541		$	202	$	809,400		$	2,733
Estimated per share value		N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A		N/A			N/A

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	PE-ARC														HCT
(dollars in thousands, except per share data)	Year Ended December 31, 2013			Year Ended December 31, 2012			Year Ended December 31, 2011			Year Ended December 31, 2010			Period From October 13, 2009 (Date of Inception) to December 31, 2009		Year Ended December 31, 2013			Year Ended December 31, 2012			Year Ended December 31, 2011			Period From August 23, 2010 (Date of Inception) to December 31, 2010
Summary Operating Results
Gross revenues	$	73,165		$	17,550		$	3,529		$	98		$	—	$	125,353		$	35,738		$	3,314		$	—
Operating expenses	$	75,184		$	18,804		$	5,234		$	808		$	—	$	132,340		$	37,209		$	6,242		$	1
Operating income (loss)	$	(2,019	)	$	(1,254	)	$	(1,705	)	$	(710	)	$	—	$	(6,987	)	$	(1,471	)	$	(2,928	)	$	(1	)
Interest expense	$	(10,511	)	$	(3,020	)	$	(811	)	$	(38	)	$	—	$	(15,843	)	$	(9,184	)	$	(1,191	)	$	—
Net income (loss)-GAAP basis	$	(12,350	)	$	(4,273	)	$	(2,516	)	$	(747	)	$	—	$	(22,172	)	$	(10,637	)	$	(4,117	)	$	(1	)
Summary Statement of Cash Flows
Net cash flows provided by (used in) operating activities	$	18,540		$	4,033		$	593		$	201		$	—	$	53,011		$	7,793		$	(2,161	)	$	(1	)
Net cash flows provided by (used in) investing activities	$	(776,219	)	$	(198,478	)	$	(56,149	)	$	(21,249	)	$	—	$	(942,718	)	$	(452,546	)	$	(53,348	)	$	—
Net cash flows provided by (used in) financing activities	$	1,210,275		$	195,130		$	61,818		$	21,555		$	200	$	979,285		$	453,584		$	60,547		$	1
Amount and Source of Distributions
Total distributions paid to common stockholders(1)	$	38,007		$	3,673		$	873		$	—		$	—	$	95,839		$	14,474		$	675		$	—
Distribution data per $1,000 invested:
Total distributions paid to common stockholders	$	54.12		$	56.43		$	58.07		$	—		$	—	$	53.50		$	29.48		$	91.49		$	—
From operations	$	26.40		$	56.43		$	39.44		$	—		$	—	$	25.11		$	15.87		$	—		$	—
From sales of properties	$	—		$	—		$	—		$	—		$	—	$	—		$	—		$	—		$	—
From financings	$	—		$	—		$	18.62		$	—		$	—	$	—		$	0.24		$	—		$	—
From offering proceeds	$	1.08		$	—		$	—		$	—		$	—	$	—		$	—		$	50.96		$	—
From offering proceeds / distribution reinvestment plan	$	26.64		$	—		$	—		$	—		$	—	$	28.39		$	13.37		$	40.53		$	—
Summary Balance Sheet
Total assets (before depreciation)	$	1,767,110		$	337,167		$	87,463		$	22,831		$	1,143	$	1,821,923		$	711,930		$	173,923		$	844
Total assets (after depreciation)	$	1,721,527		$	325,410		$	85,192		$	22,713		$	1,143	$	1,734,573		$	690,668		$	172,315		$	844
Total liabilities	$	251,995		$	173,139		$	58,007		$	21,556		$	943	$	298,829		$	243,381		$	118,490		$	645
Estimated per share value		N/A			N/A			N/A			N/A			N/A		N/A			N/A			N/A			N/A

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	ARCT V			NYRT
(dollars in thousands, except per share data)	Period From January 22, 2013 (Date of Inception) to December 31, 2013			Year Ended December 31, 2013			Year Ended December 31, 2012			Year Ended December 31, 2011			Year Ended December 31, 2010			Period From October 6, 2009 (Date of Inception) to December 31, 2009
Summary Operating Results
Gross revenues	$	24,289		$	55,887		$	15,422		$	7,535		$	2,377		$	—
Operating expenses	$	47,105		$	67,266		$	16,787		$	6,888		$	3,179		$	1
Operating income (loss)	$	(22,816	)	$	(11,379	)	$	(1,365	)	$	647		$	(802	)	$	(1	)
Interest expense	$	(485	)	$	(10,673	)	$	(4,994	)	$	(3,910	)	$	(1,070	)	$	—
Net income (loss)-GAAP basis	$	(20,797	)	$	(19,311	)	$	(6,372	)	$	(3,265	)	$	(1,871	)	$	(1	)
Summary Statement of Cash Flows
Net cash flows provided by (used in) operating activities	$	(13,617	)	$	9,428		$	3,030		$	263		$	(1,234	)	$	1
Net cash flows provided by (used in) investing activities	$	(1,225,532	)	$	(1,309,508	)	$	(145,753	)	$	(25,736	)	$	(30,729	)	$	—
Net cash flows provided by (used in) financing activities	$	1,340,325		$	1,528,103		$	137,855		$	35,346		$	32,312		$	1
Amount and Source of Distributions
Total distributions paid to common stockholders(1)	$	35,277		$	36,642		$	6,703		$	970	(4)	$	—	(4)	$	—
Distribution data per $1,000 invested:
Total distributions paid to common stockholders	$	22.65		$	21.58		$	38.28		$	22.27		$	—		$	—
From operations	$	—		$	5.55		$	17.30		$	6.04		$	—		$	—
From sales of properties	$	—		$	—		$	—		$	—		$	—		$	—
From financings	$	—		$	—		$	6.34		$	6.61		$	—		$	—
From offering proceeds	$	9.53		$	4.93		$	—		$	—		$	—		$	—
From offering proceeds / distribution reinvestment plan	$	13.12		$	11.10		$	14.64		$	9.62		$	—		$	—
Summary Balance Sheet
Total assets (before depreciation)	$	1,362,322		$	2,089,488		$	380,113		$	141,139		$	70,948		$	954
Total assets (after depreciation)	$	1,347,375		$	2,048,305		$	367,850		$	136,964		$	69,906		$	954
Total liabilities	$	35,561		$	599,046		$	225,419		$	85,773		$	45,781		$	755
Estimated per share value		N/A			N/A			N/A			N/A			N/A			N/A

N/A — not applicable.

(1) Distributions paid from proceeds from the sale of common stock and through distribution reinvestment plans.

(2) ARCT completed its offering in July 2011. The data above includes uses of offering proceeds through December 31, 2011. In March 2012, ARCT became a self-administered REIT and listed its common stock on The NASDAQ Global Select Market. On January 22, 2013, ARCT merged with and into a subsidiary of Realty Income Corporation and trading of ARCT's shares was suspended at market close on that date.

(3) ARCT III completed its offering in September 2012. The data above includes uses of offering proceeds through December 31, 2012. On February 28, 2013, ARCT III merged with and into a subsidiary of ARCP.

(4) Excludes distributions related to private placement programs.

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APPENDIX C-2

 

C-2-1

 

C-2-2

 

C-2-3

 

C-2-4

 

C-2-5

 

C-2-6

 

C-2-7

 

C-2-8

 

C-2-9

 

C-2-10

 

C-2-11

 

C-2-12

 

C-2-13

 

C-2-14

 

C-2-15

 

C-2-16

 

C-2-17

 

C-2-18

 

C-2-19

 

C-2-20

 

C-2-21

 

C-2-22

 

C-2-23