Filing Details

Accession Number:
0001144204-11-051953
Form Type:
4
Zero Holdings:
No
Publication Time:
2011-09-08 19:32:44
Reporting Period:
2011-09-06
Filing Date:
2011-09-08
Accepted Time:
2011-09-08 19:32:44
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
1479605 American Realty Capital Ii, Llc 405 Park Avenue
New York NY 10022
No No Yes No
Reported Non-Derivative Transactions
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 Direct
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 Direct
No 4 P Indirect See Footnote
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
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
167,400 No 4 A Indirect
Footnotes
  1. The reporting person wholly owns American Realty Capital Advisors, LLC ("ARC Advisors"). ARC Advisors is the advisor to American Realty Capital Trust, Inc. ("ARCT"), which owns the reported securities, and in such capacity is responsible for managing ARCT's affairs on a day-to-day basis and for identifying and making investments on its behalf. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
  2. 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 American Realty Capital Properties, Inc. ("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.
  3. 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.
  4. The reporting person wholly owns the Manager, which owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.