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: March 7, 2017
(Date of Earliest Event Reported)

REALTY INCOME CORPORATION

(Exact name of registrant as specified in its charter)

Maryland	1-13374	33-0580106
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

11995 El Camino Real, San Diego, California 92130

(Address of principal executive offices)

(858) 284-5000(Registrant’s telephone number, including area code)

N/A
(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:

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

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

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

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

Item 8.01        Other Events

On March 7, 2017, Realty Income Corporation issued a press release announcing that it intends to redeem all 16,350,000 shares outstanding of its 6.625% Monthly Income Class F Cumulative Redeemable Preferred Stock (NYSE OprF; CUSIP No. 756109-807) (the “Class F Preferred Stock”) on April 6, 2017 (the “Redemption Date”). The shares of Class F Preferred Stock will be redeemed at a redemption price of $25.00 per share, plus accrued and unpaid dividends up to the Redemption Date in an amount equal to approximately $0.101215 per share, for a total payment of approximately $25.101215 per share.

A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01        Financial Statements and Exhibits.

(d) Exhibits

99.1Press Release dated March 7, 2017

SIGNATURE

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

Dated: March 7, 2017	REALTY INCOME CORPORATION
	By:	/s/ MICHAEL R. PFEIFFER
		Michael R. Pfeiffer
		Executive Vice President, General Counsel and Secretary

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated March 7, 2017

EX-99.1

Exhibit 99.1

REALTY INCOME TO REDEEM ALL OUTSTANDING SHARES OF 6.625% CLASS F PREFERRED STOCK

SAN DIEGO, CALIFORNIA, March 7, 2017….Realty Income Corporation (Realty Income), The Monthly Dividend Company®, (NYSE: O), today announced that it intends to redeem all 16,350,000 shares outstanding of the company’s 6.625% Monthly Income Class F Cumulative Redeemable Preferred stock (NYSE: OprF – CUSIP no. 756109-807) (the “Class F Preferred Stock”) on April 6, 2017. The shares will be redeemed at $25 per share (par), plus accrued and unpaid dividends to April 6, 2017 in an amount equal to approximately $0.101215 per share, for a total payment of approximately $25.101215 per share. All accrued but unpaid dividends shall be payable upon presentation of the shares for redemption. The redemption agent will be Wells Fargo Shareowner Services, attention: Corporate Action Department, P. O. Box 64858, St. Paul, MN 55164-0858, at (800) 468-9716. Further details regarding the redemption will be included in the notice of redemption and the letter of transmittal that the company will send to the record holders of the Class F Preferred Stock.

Forward-Looking Statements

Statements in this press release that are not strictly historical are “forward-looking” statements. Forward-looking statements involve known and unknown risks, which may cause the company’s actual future results to differ materially from expected results. These risks include, among others, general economic conditions, local real estate conditions, tenant financial health, the availability of capital to finance planned growth, continued volatility and uncertainty in the credit markets and broader financial markets, property acquisitions and the timing of these acquisitions, charges for property impairments, and the outcome of legal proceedings to which the company is a party, as described in the company’s filings with the Securities and Exchange Commission. Consequently, forward-looking statements should be regarded solely as reflections of the company’s current operating plans and estimates. Actual operating results may differ materially from what is expressed or forecast in this press release. The company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date these statements were made.

Investor Contact:

Jonathan Pong, CFA, CPA

VP, Capital Markets

(858) 284-5177