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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
American Realty Capital Trust, Inc. [ ARCT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/22/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, par value $0.01 per share | 01/22/2013 | D | 96,085 | D | $0(1) | 0 | I | Held by Robert H. Burns Holdings Limited |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option | $10 | 01/22/2013 | D | 3,000 | 01/22/2010 | 01/22/2018 | Common Stock | 3,000 | $0(2) | 0 | D | ||||
Stock Option | $10 | 01/22/2013 | D | 3,000 | 05/22/2011 | 05/22/2019 | Common Stock | 3,000 | $0(2) | 0 | D | ||||
Stock Option | $10 | 01/22/2013 | D | 3,000 | 05/17/2012 | 05/17/2020 | Common Stock | 3,000 | $0(2) | 0 | D |
Explanation of Responses: |
1. Disposed of 96,085 shares of Issuer's common stock. All such shares are being disposed of pursuant to a merger agreement among the Issuer, Realty Income Corporation ("Realty") and Tau Acquisition LLC in exchange for 27,614 shares of Realty common stock at an exchange ratio of .2874 shares of Realty stock for each share of Issuer stock plus $0.35 in cash consideration per share. At the close of business on January 22, 2013, Realty stock had a market value of $44.04 per share. The fractional shares based upon the conversion of 96,085 shares at a ratio of .2874 Realty shares also resulted in a cash payment of $35.20. |
2. The aggregate of 9,000 Issuer Stock Options were converted into Realty shares at an exchange ratio minus $10.00 per share, or 593 Realty shares. The fractional shares based upon this conversion also resulted in a cash payment of $35.75. |
/s/ Robert H. Burns | 01/24/2013 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |