SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KAY DAVID S

(Last)

(First)

(Middle)

C/O ARCP

405 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
American Realty Capital Properties, Inc. [ ARCP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and Director

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/01/2014		A		165,838⁽¹⁾	A	$12.06⁽²⁾	431,153	D
Common Stock	10/01/2014		A		331,675⁽³⁾	A	$12.06⁽²⁾	762,828	D
Series F Cumulative Redeemable Preferred Stock								7,500	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
LTIPs	$0	10/01/2014		J		1,754,236		⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	2,631,354⁽⁶⁾	D

Explanation of Responses:

1. Fully-vested shares of common stock issued pursuant to the Issuer's Equity Plan.

2. In accordance with Mr. Kay's Employment Agreement, dated as of October 1, 2014, the price reflects a per share value of $12.06, the closing price of the Issuer's common stock as listed on the NASDAQ Global Select Market on September 30, 2014.

3. Restricted shares of common stock issued pursuant to the Issuer's Equity Plan that will vest in four equal installments on each of the first, second, third and fourth anniversaries of the grant date, October 1, 2014.

4. Award of long-term incentive plan units ("LTIPs") granted under the Issuer's 2014 Multi-Year Outperformance Plan (the "OPP") that Mr. Kay may earn based on the Issuer's level of achievement of the performance metrics set forth under the OPP. Pursuant to the terms and conditions of the OPP, subject to Mr. Kay's continued service through each vesting date, LTIPs earned under the OPP will vest in three equal installments on October 1, 2016, October 1, 2017 and October 1, 2018.

5. Operating Partnership Units ("OP Units"), which underlie each LTIP and into which the LTIPs are convertible after being earned and vested, are exchangeable for cash or, at the option of the Issuer's operating partnership, shares of the Issuer'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 (such as these LTIPs) and may be converted with no expiration date.

6. Inclusive of 877,118 LTIPs previously issued to Mr. Kay, as reported on his Form 4 dated January 10, 2014.

	/s/ David Kay	10/03/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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