Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

VEREIT, INC.

(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC.)

(Name of Issuer)

COMMON STOCK, $0.01 PAR VALUE

(Title of Class of Securities)

92339V100

(CUSIP Number)

Keith Meister

Patrick J. Dooley, Esq.

Corvex Management LP

667 Madison Avenue

New York, NY 10065

(212) 474-6700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 17, 2016

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

---

1.		Name of Reporting Person:   CORVEX MANAGEMENT LP
2.		Check the Appropriate Box if a Member of a Group (See Instructions): (a)  ¨        (b)  x
3.		SEC Use Only:
4.		Source of Funds (See Instructions):   AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):  ¨
6.		Citizenship or Place of Organization:   DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power:   44,360,189
				8.		Shared Voting Power:   0
				9.		Sole Dispositive Power:   44,360,189
				10.		Shared Dispositive Power:   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person:   44,360,189
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ¨
13.		Percent of Class Represented by Amount in Row (11):   4.9%*
14.		Type of Reporting Person (See Instructions):   PN; IA

 

(*)	Based upon 904,812,996 Shares outstanding on February 19, 2016, as reported in the Issuers Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed on February 24, 2016.

---

1.		Name of Reporting Person:   KEITH MEISTER
2.		Check the Appropriate Box if a Member of a Group (See Instructions): (a)  ¨        (b)  x
3.		SEC Use Only:
4.		Source of Funds (See Instructions):   AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):  ¨
6.		Citizenship or Place of Organization:   United States
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power:   44,360,189
				8.		Shared Voting Power:   0
				9.		Sole Dispositive Power:   44,360,189
				10.		Shared Dispositive Power:   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person:   44,360,189
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ¨
13.		Percent of Class Represented by Amount in Row (11):   4.9%*
14.		Type of Reporting Person (See Instructions):   IN; HC

 

(*)	Based upon 904,812,996 Shares outstanding on February 19, 2016, as reported in the Issuers Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed on February 24, 2016.

---

This Amendment No. 4 to the Schedule 13D (this Amendment No. 4) relates to the common stock, $0.01 par value per share (the Shares), of VEREIT, Inc. (f/k/a American Realty Capital Properties, Inc.), a Maryland corporation (the Issuer), and amends the Schedule 13D filed on December 29, 2014 as amended by Amendment No. 1 thereto filed with the SEC on February 9, 2015, Amendment No. 2 thereto filed with the SEC on March 9, 2015 and Amendment No. 3 thereto filed with the SEC on September 25, 2015 (the Original Schedule 13D and, together with this Amendment No. 4, the Schedule 13D). Capitalized terms used and not defined in this Amendment No. 4 have the meanings set forth in the Original Schedule 13D.

This Amendment No. 4 amends Item 5 and Item 7 as set forth below. As set forth below, as a result of the transactions described herein, on March 17, 2016 each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Shares. The filing of this Amendment No. 4 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

Item 5. Interest in Securities of the Issuer

Paragraphs (a)-(c) and (e) of ltem 5 of the Schedule 13D are supplementally amended as follows:

The percentages used in this Item and in the rest of the Schedule 13D are calculated based upon an aggregate of 904,812,996 Shares outstanding on February 19, 2016, as reported in the Issuers Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed on February 24, 2016.

(a)-(b) Corvex may be deemed to be the beneficial owner of 44,360,189 Shares, constituting approximately 4.9% of the Issuers Shares outstanding. By virtue of his position as control person of the general partner of Corvex, Mr. Meister may be deemed the beneficial owner of such Shares. Corvex and Mr. Meister may be deemed to have sole power to vote and dispose of the Shares reported in this Schedule 13D.

(c) Except as set forth on Exhibit 2 attached hereto, there have been no transactions with respect to the Shares during the sixty days prior to the date hereof by any of the Reporting Persons.

(e) As a result of the transactions described herein, on March 17, 2016 each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Shares. The filing of this Amendment No. 4 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

Item 7. Material to be Filed as Exhibits

Item 7 of the Schedule 13D is supplementally amended as follows:

 

Exhibit 2

Transactions in the Shares effected in the past 60 days

---

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: March 18, 2016				CORVEX MANAGEMENT LP
				By:		/s/ Keith Meister
						Keith Meister
						Managing Partner
Date: March 18, 2016				KEITH MEISTER
				By:		/s/ Keith Meister
						Keith Meister