SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
SCHORSCH NICHOLAS S

(Last) (First) (Middle)
405 PARK AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/30/2014
3. Issuer Name and Ticker or Trading Symbol
AMERICAN REALTY CAPITAL - RETAIL CENTERS OF AMERICA, INC. [ NONE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board & CEO
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 20,000 I See footnote(1)
Common Stock 222,222 I See footnote(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Operating Partnership Units 08/11/2012(3)(4) (3)(4) Common Stock 202 $0 I See footnote(2)
Explanation of Responses:
1. American Realty Capital Retail Special Limited Partnership, LLC, which owns the reported securities, is controlled by AR Capital, LLC ("ARC"). The reporting person is a manager and equity holder of ARC. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
2. American Realty Capital IV, LLC, which owns the reported securities, is controlled by ARC. The reporting person is a manager and equity holder of ARC. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
3. On August 11, 2011, in return for the initial capital contribution of $2,000 made by the Advisor in connection with the issuer's formation, American Realty Capital Retail Operating Partnership, L.P. (the "Operating Partnership"), issued 202 operating partnership units ("OP Units") of the Operating Partnership to the Advisor.
4. 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 and have no expiration date.
/s/ Nicholas S. Schorsch 04/30/2014
** 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 5 (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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