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Filing Details

Accession Number:: 0001144204-11-051903
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-09-08 16:46:15
Reporting Period:: 2011-09-06

Filing Date:: 2011-09-08
Accepted Time:: 2011-09-08 16:46:15
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1507385	American Realty Capital Properties Inc.	ARCP	Real Estate Investment Trusts (6798)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1189690	M William Kahane	405 Park Avenue New York NY 10022	See Remarks	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2011-09-06	1,043,478	$11.50	1,043,478	No	4	P	Indirect	see footnote
Common Stock	Acquisiton	2011-09-06	282,000	$12.50	282,000	No	4	P	Indirect	see footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	see footnote
No	4	P	Indirect	see footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Operating Partnership Units	Acquisiton	2011-09-06	41,902	$0.00	41,902	$0.00
Common Stock	Manager's Stock	Acquisiton	2011-09-06	167,400	$0.00	167,400	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
41,902			No	4	P	Indirect
167,400			No	4	A	Indirect

Footnotes

The reporting person is a manager of American Realty Capital II, LLC ("ARC II"), which owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
The reporting person is the President, Chief Operating Officer and Treasurer of American Realty Capital Trust, Inc., which owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
Operating Partnership Units ("OP Units") in ARC Properties Operating Partnership L.P. (the "Operating Partnership"), the operating partnership of American Realty Capital Properties, Inc. ("ARCP") of which ARCP is the general partner. The OP Units are exchangeable for cash or, at the option of the Operating Partnership, shares of ARCP's common stock on a one-to-one basis.
OP Units are exchangeable, except under certain limited circumstances, starting 9/6/2012 and have no expiration date.
Represents the reporting person's percentage holding of the total number of OP Units issued in this transaction. No cash was used in this transaction. OP Units, valued at $12.50 per OP Unit, were issued by the Operating Partnership in exchange for indirect equity interests in entities that own real properties.
The reporting person is a manager in ARC Real Estate Partners, LLC, which received 310,000 OP Units in the Operating Partnership in exchange for indirect equity interests in entities that own real properties. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
Shares of Manager's Stock vest ratably in quarterly installments over a three-year period beginning on the first day of the calendar quarter after September 6, 2011. At such time that ARCP covers the payment of cash dividends declared on shares of its common stock with funds from operations, adjusted to exclude acquisition-related fees and expenses, for the six immediately preceding months, and pays all of the deferred dividends on the Manager's Stock, each share of Manager's Stock will convert into a share of ARCP's common stock, provided that to the extent any shares of Manager's Stock remain subject to further vesting requirements, such vesting requirements will apply to the shares of ARCP's common stock into which such shares of Manager's Stock were converted.
Except if ARC Properties Advisors, LLC (the "Manager") is terminated for "cause" pursuant to the management agreement between ARCP and the Manager or resigns as manager under the management agreement other than for reason of ARCP's default in performance or observance of any material term condition or covenant contained in the management agreement beyond the applicable cure period, in the event that the Manager no longer manages ARCP's business affairs, holders of the Manager's Stock will be entitled to exchange their shares of Manager's Stock for shares of ARCP's common stock. Shares of Manager's Stock have no expiration date.
The reporting person is a manager of ARC II, which wholly owns the Manager. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.