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^*

SCHORSCH NICHOLAS S

(Last)

(First)

(Middle)

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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
09/06/2011

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	09/06/2011		P		1,043,478	A	$11.5	1,043,478	I⁽¹⁾	see footnote⁽¹⁾
Common Stock	09/06/2011		P		282,000	A	$12.5	282,000	I⁽²⁾	see footnote⁽²⁾

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)
Operating Partnership Units⁽³⁾	$0	09/06/2011		P		197,042		⁽⁴⁾	⁽⁴⁾	Common Stock	197,042	⁽⁵⁾	197,042	I⁽⁶⁾	By ARC Real Estate Partners, LLC
Manager's Stock	$0	09/06/2011		A		167,400		⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	Common Stock	167,400	$0	167,400	I⁽⁹⁾	By ARC Properties Advisors, LLC

Explanation of Responses:

1. 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.

2. The reporting person is the Chief Executive Officer 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.

3. 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.

4. OP Units are exchangeable, except under certain limited circumstances, starting 9/6/2012 and have no expiration date.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

Remarks:

Chairman of the Board of Directors and Chief Executive Officer

	/s/ Nicholas S. Schorsch	09/08/2011
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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