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^*

BLOCK BRIAN 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Treas, Secy and CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2014

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	01/08/2014		A		804,506⁽¹⁾	A	$12.43	804,506	D
Common Stock								90,188	D
Series F Cumulative Redeemable Preferred Stock								5,159	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)
Operating Partnership Units	$0	01/03/2014		J⁽²⁾⁽³⁾		6		⁽²⁾⁽³⁾⁽⁷⁾	⁽²⁾⁽³⁾⁽⁷⁾	Common Stock	6	⁽²⁾⁽³⁾	6	D
Operating Partnership Units	$0	01/03/2014		P		2,402		⁽⁴⁾⁽⁵⁾⁽⁷⁾	⁽⁴⁾⁽⁵⁾⁽⁷⁾	Common Stock	2,402	$9.39	2,402	D
Operating Partnership Units	$0	01/08/2014		J⁽⁶⁾		247,885		⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Stock	247,885	⁽⁶⁾⁽⁷⁾	247,885	D
LTIPs	$0	01/08/2014		J⁽⁸⁾		1,754,236		⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	Common Stock	1,754,236	⁽⁷⁾⁽⁸⁾	1,754,236	D

Explanation of Responses:

1. Restricted shares of common stock issued pursuant to the issuer's Restricted Share Plan. Restricted shares vest over a five year period beginning on January 8, 2014 in increments of 20% per annum.

2. Operating partnership units ("OP Units") were acquired pursuant to a merger agreement (the "Merger Agreement") among American Realty Capital Properties, Inc. ("ARCP"), American Realty Capital Trust IV, Inc. ("ARCT IV"), American Realty Capital Properties Operating Partnership, L.P. (the "ARCP Operating Partnership"), American Realty Capital Operating Partnership IV, L.P. (the "ARCT IV Operating Partnership") and Thunder Acquisition LLC, a wholly owned subsidiary of ARCP ("Merger Sub"), pursuant to which ARCT IV merged with and into Merger Sub (the "Merger").

3. In return for the initial capital contribution of $200,000 made by ARCT IV in connection with its formation, the ARCT IV Operating Partnership issued 8,888 general partnership units to ARCT IV. Upon the consummation of the Merger, each ARCT IV operating partnership unit was converted into 2.3961 ARCP OP Units. The OP Units were distributed pro rata to the reporting person and are now owned directly.

4. Pursuant to a contribution and exchange agreement, dated as of January 3, 2014, entered into the ARCT IV Operating Partnership, American Realty Capital Trust IV Special Limited Partner, LLC, (the "Special Limited Partner"), ARC Real Estate Partners, LLC and the ARCP Operating Partnership, the Special Limited Partner contributed $750,000 in cash to the ARCT IV Operating Partnership in exchange for operating partnership units in the ARCT IV Operating Partnership. The operating partnership units were automatically converted into OP Units of the ARCP Operating Partnership upon consummation of the Merger.

5. The Special Limited Partner is 100% owned by ARC, of which the reporting person is an equity holder. The OP Units were distributed pro rata to the reporting person and are now owned directly.

6. Represents OP Units issued upon accelerated vesting of certain LTIP Units of the ARCP Operating Partnership ("LTIP Units") issued pursuant to ARCP's 2013 Advisor Multi-Year Outperformance Agreement, as a result of ARCP's restructuring into a self-managed real estate investment trust. The OP Units were distributed pro rata to the reporting person and are now owned directly.

7. 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., LTIP Units) and have no expiration date.

8. ARCP entered into a Multi-Year Outperformance Agreement with the reporting person. Under the plan, the reporting person will be eligible to earn performance-based bonus awards in the form of LTIP Units equal to his participation percentage of a pool that will be funded up to a maximum award opportunity. Subject to the reporting person's continued service through each vesting date, LTIP Units will vest 1/3 on each of January 8, 2017, January 8, 2018 and January 8, 2019.

	/s/ Brian S. Block	01/10/2014
	** 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).
** 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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