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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

KAHANE WILLIAM M

(Last)

(First)

(Middle)

AMERICAN REALTY CAPITAL

405 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
New York REIT, Inc. [ NYRT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2010

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⁽¹⁾	04/15/2014		A		40,000	A	$0	40,000	D
Common Stock								20,000	I	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	$0	11/10/2010		P		200		⁽³⁾⁽⁶⁾	⁽³⁾⁽⁶⁾	Common Stock	200	⁽³⁾	200	I	See footnote⁽⁵⁾
Operating Partnership Units	$0	04/15/2014		P		83,333		⁽⁴⁾⁽⁶⁾	⁽⁴⁾⁽⁶⁾	Common Stock	83,333	$9	83,333	I	See footnote⁽⁵⁾
Operating Partnership Units	$0	04/15/2014		J⁽⁷⁾		1,188,667		⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Stock	1,188,667	⁽⁶⁾⁽⁷⁾	1,188,667	I	See footnote⁽⁵⁾
LTIP Units	$0	04/15/2014		J⁽⁸⁾		8,880,579		⁽⁶⁾⁽⁸⁾	⁽⁶⁾⁽⁸⁾	Common Stock	8,880,579	⁽⁶⁾⁽⁸⁾	8,880,579	I	See footnote⁽⁵⁾

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 April 15, 2015 in increments of 20% per annum.

2. New York Recovery Limited Partnership, LLC, which owns the reported securities, is controlled by American Realty Capital III, LLC ("ARC V"). The reporting person directly or indirectly controls ARC III. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

3. In return for the initial capital contribution of $2,000 made by New York Recovery Advisors, LLC (the "Advisor") in connection with the issuer's formation, New York Recovery Operating Partnership, L.P. (the "Operating Partnership"), issued 200 operating partnership units ("OP Units") of the Operating Partnership to the Advisor.

4. Issued pursuant to a Contribution and Exchange Agreement entered into between the Advisor and the Operating Partnership, dated April 15, 2014, whereby the Advisor contributed $750,000 in cash to the Operating Partnership in exchange for 83,333 OP Units.

5. The Advisor, which owns the reported securities, is controlled by ARC III. The reporting person directly or indirectly controls ARC III. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

6. OP Units are exchangeable for cash or, at the option of the issuer, 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 (e.g., LTIP Units) and have no expiration date.

7. The Advisor was entitled to a "profits interest" in the form of Class B Units in the Operating Partnership in connection with its asset management services. Upon the listing of the issuer's shares of common stock on the New York Stock Exchange on April 15, 2014, each outstanding Class B Unit in the Operating Partnership was converted automatically into one OP Unit.

8. Under the Multi-Year Outperformance Agreement, the Advisor will be eligible to earn performance-based bonus awards in the form of LTIP Units with a maximum value on the issuance date equal to 5% of the issuer's market capitalization on April 15, 2014. Subject to Advisor's continued service through each vesting date, LTIP Units will vest 1/3 on each of April 15, 2017, April 15, 2018 and April 15, 2019. Any earned and vested LTIP Units may be converted into OP Units in accordance with the terms and conditions of the partnership agreement of the Operating Partnership.

	/s/ William M. Kahane	04/17/2014
	** 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).
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.