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Filing Details

Accession Number:: 0001144204-13-015968
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-03-18 20:09:33
Reporting Period:: 2012-09-06

Filing Date:: 2013-03-18
Accepted Time:: 2013-03-18 20:09:33
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
1248577	S Nicholas Schorsch	405 Park Avenue New York NY 10022	Chairman Of The Bod And Ceo	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	2012-09-06	373,076	$0.00	373,076	No	4	J	Direct
Common Stock	Acquisiton	2012-12-27	74,834	$0.00	447,910	No	4	J	Direct
Common Stock	Acquisiton	2013-01-24	53,201	$0.00	501,111	No	4	C	Direct
Common Stock	Acquisiton	2013-01-28	588,422	$0.00	1,089,533	No	4	J	Direct
Common Stock	Acquisiton	2013-02-28	53,202	$0.00	1,142,735	No	4	C	Direct
Common Stock	Disposition	2013-01-10	14,557	$13.91	267,443	No	4	S	Indirect	See footnote
Common Stock	Disposition	2013-01-11	34,762	$13.88	232,681	No	4	S	Indirect	See footnote
Common Stock	Disposition	2013-01-14	2,200	$13.91	230,481	No	4	S	Indirect	See footnote
Common Stock	Disposition	2013-01-16	45,220	$13.83	185,261	No	4	S	Indirect	See footnote
Common Stock	Disposition	2013-01-17	34,795	$13.84	150,466	No	4	S	Indirect	See footnote
Common Stock	Disposition	2013-01-18	84,737	$13.83	65,729	No	4	S	Indirect	See footnote
Common Stock	Disposition	2013-01-22	39,686	$13.85	26,043	No	4	S	Indirect	See footnote
Common Stock	Disposition	2013-01-23	26,043	$13.91	0	No	4	S	Indirect	See footnote
Common Stock	Acquisiton	2013-02-28	12,076	$0.00	1,154,811	No	4	J	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Direct
No	4	J	Direct
No	4	C	Direct
No	4	J	Direct
No	4	C	Direct
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	J	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Manager's Stock	Disposition	2013-01-24	53,201	$0.00	53,201	$0.00
Common Stock	Manager's Stock	Disposition	2013-02-28	53,202	$0.00	53,202	$0.00
Common Stock	Operating Partnership Units	Acquisiton	2013-02-28	4,146,513	$0.00	4,146,513	$0.00
Common Stock	Operating Partnership Units	Acquisiton	2013-02-28	197,042	$0.00	197,042	$0.00
Common Stock	Class B Operating Partnership Units	Acquisiton	2013-02-28	428,474	$0.00	428,474	$0.00
Common Stock	Operating Partnership Units	Acquisiton	2013-02-28	36,101	$13.20	36,101	$0.00
Common Stock	LTIP Operating Partnership Units	Acquisiton	2013-02-28	8,241,101	$0.00	8,241,101	$0.00

Remaning Holdings	Exercise Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
53,202		No	4	C	Direct
0		No	4	C	Direct
4,146,513	2014-02-28	No	4	J	Direct
197,042	2012-09-06	No	4	J	Direct
428,474		No	4	J	Direct
36,101	2014-02-28	No	4	P	Direct
8,241,101		No	4	J	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	23,900	Indirect	See footnote

Footnotes

Shares previously held through AR Capital, LLC ("ARC"), of which the reporting person is an equity holder and a manager. The shares were distributed pro rata to the reporting person and are now owned directly.
The reporting person converted 53,201 shares of Manager's Stock, which vested on January 1, 2013, resulting in an acquisition of 53,201 shares of common stock. The shares of Manager's Stock were held through ARC Properties Advisors, LLC (the "Manager"), which is 100% owned by ARC, of which the reporting person is an equity holder and a manager. The shares of common stock were distributed pro rata to the reporting person and are now owned directly. Shares of Manager's Stock were automatically convertible to shares of common stock upon the satisfaction of certain conditions.
The reporting person converted 53,202 shares of Manager's Stock, which vested on February 28, 2013, resulting in an acquisition of 53,202 shares of common stock. The shares of Manager's Stock were previously held through the Manager, which is 100% owned by ARC, of which the reporting person is an equity holder and a manager. The shares of common stock were distributed pro rata to the reporting person and are now owned directly. Shares of Manager's Stock were automatically convertible to shares of common stock upon the satisfaction of certain conditions.
282,000 shares were held by American Realty Capital Trust, Inc. ("ARCT") and were sold in connection with the merger of ARCT and Realty Income Corporation. The reporting person was the Chairman of the Board of ARCT, which owned the reported securities.
Shares were acquired pursuant to a merger agreement (the "Merger Agreement") among American Realty Capital Properties, Inc. ("ARCP"), American Realty Capital Trust III, Inc. ("ARCT III"), American Realty Capital Properties Operating Partnership, L.P., ARCP's operating partnership (the "ARCP Operating Partnership"), American Realty Capital Operating Partnership III, L.P. (the "ARCT III Operating Partnership") and Tiger Acquisition LLC, a wholly owned subsidiary of ARCP ("Merger Sub"), pursuant to which ARCT III merged with and into Merger Sub (the "ARCP Merger").
Upon the consummation of the ARCP Merger, shares of common stock of ARCT III held by American Realty Capital Trust III Special Limited Partner, LLC (the "Special Limited Partner") were exchanged for 19,000 shares of ARCP common stock at an exchange ratio of 0.95 of a share of ARCP common stock for each share of ARCT III common stock. At the close of business on February 28, 2013, the effective date of the ARCP Merger, the closing price of ARCP's common stock was $13.23 per share. The Special Limited Partner is 100% owned by ARC, of which the reporting person is an equity holder and a manager. The shares of common stock were distributed pro rata to the reporting person and are now owned directly.
Shares held through ARC, of which the reporting person is an equity holder and a manager. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
Shares of Manager's Stock vested 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 covered 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 paid all of the deferred dividends on the Manager's Stock, each share of Manager's Stock converted into a share of ARCP's common stock, provided that to the extent any shares of Manager's Stock remained subject to further vesting requirements, such vesting requirements applied to the shares of ARCP's common stock into which such shares of Manager's Stock were converted.
Shares of Manager's Stock immediately vested upon the consummation of the ARCP Merger.
Pursuant to a contribution and exchange agreement (the "Contribution and Exchange Agreement"), dated as of February 28, 2013, entered into between the ARCP Operating Partnership, the ARCT III Operating Partnership and the Special Limited Partner, the holder of the special limited partner interest in the ARCT III Operating Partnership (the "SLP Interest"). The SLP Interest entitled the Special Limited Partner to receive certain distributions from the ARCT III Operating Partnership, including a subordinated distribution of net sales proceeds resulting from an "investment liquidity event" (as defined in the agreement of limited partnership of the ARCT III Operating Partnership).
The ARCP Merger constituted an "investment liquidity event," as a result of which the Special Limited Partner, in connection with management's successful attainment of the 6% performance hurdle and the return to ARCT III's stockholders of $557.3 million in addition to their initial investment, was entitled to receive a subordinated distribution of net sales proceeds from the ARCT III Operating Partnership in an amount equal to approximately $98.4 million (the "Subordinated Distribution Amount").
Pursuant to the Contribution and Exchange Agreement, the Special Limited Partner contributed its SLP Interest (with a value equal to the Subordinated Distribution Amount), together with $750,000 in cash (as described in footnote 16 below), to the ARCT III Operating Partnership in exchange for an amount of common operating partnership units of the ARCT III Operating Partnership equivalent to an aggregate of 7,045,528 common operating partnership units of the ARCP Operating Partnership ("OP Units"), which were automatically converted into such OP Units upon consummation of the ARCP Merger. The OP Units issued for the $750,000 cash contribution are accounted for as described in footnote 16 below and are not accounted for in this entry. The Special Limited Partner is 100% owned by ARC, of which the reporting person is an equity holder and a manager. The OP Units were distributed pro rata to the reporting person and are now owned directly.
OP Units previously held through ARC Real Estate Partners, LLC, of which the reporting person is an equity holder and a manager. OP Units were issued by the ARCP Operating Partnership in exchange for indirect equity interests in entities that own real properties. The OP Units were distributed pro rata to the reporting person and are now owned directly.
Pursuant to the agreement of limited partnership of the ARCT III Operating Partnership, American Realty Capital Advisors III, LLC (the "ARCT III Advisor") was entitled to a "profits interest" in the form of Class B Units in the ARCT III Operating Partnership in connection with its asset management services. Upon consummation of the ARCP Merger, each outstanding Class B Unit in the ARCT III Operating Partnership was converted automatically into 0.95 of a Class B Unit in the ARCP Operating Partnership ("Class B Unit") as set forth in the Merger Agreement. Class B Units are convertible into OP Units upon the satisfaction of certain conditions. The ARCT III Advisor is 100% owned by ARC, of which the reporting person is an equity holder and a manager. The Class B Units were distributed pro rata to the reporting person and are now owned directly.
OP Units are exchangeable for cash or, at the option of the ARCP Operating Partnership, shares of ARCP's common stock on a one-to-one basis. OP Units are exchangeable, except under certain limited circumstances, beginning one year from the date of issuance, which includes the holding period of any units that were converted into OP Units (e.g., Class B Units and LTIP Units (as defined below)) and have no expiration date.
Pursuant to the Contribution and Exchange Agreement, in addition to the exchange of SLP Interest transaction described in footnotes 10, 11 and 12 above, the Special Limited Partner contributed $750,000 in cash to the ARCT III Operating Partnership in exchange for common operating partnership units in the ARCT III Operating Partnership equivalent to 56,797 OP Units, which were automatically converted into such OP Units upon consummation of the ARCP Merger. The Special Limited Partner is 100% owned by ARC, of which the reporting person is an equity holder and a manager. The OP Units were distributed pro rata to the reporting person and are now owned directly.
ARCP entered into a 2013 Advisor Multi-Year Outperformance Agreement (the "OPP") with the ARCP Operating Partnership and the Manager. Under the final OPP, the Manager was granted 8,241,101 target LTIP Units of the ARCP Operating Partnership ("LTIP Units") which will be earned or forfeited based on the level of achievement of the performance metrics under the OPP. The performance period under the OPP commenced on December 11, 2012 and will end on December 31, 2015, with interim measurement periods ending on December 31, 2013 and 2014. Any LTIP Units earned under the OPP will vest 1/3 on each of December 31, 2015, 2016 and 2017 and within 30 days following each vesting date the Manager will be entitled to convert an LTIP Unit into an OP Unit. In addition, the final OPP provides for accelerated earning and vesting of LTIP Units if the Manager is terminated or there is a change in control of ARCP.