0001144204-14-059453.txt : 20141003 0001144204-14-059453.hdr.sgml : 20141003 20141003114303 ACCESSION NUMBER: 0001144204-14-059453 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141001 FILED AS OF DATE: 20141003 DATE AS OF CHANGE: 20141003 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: American Realty Capital Properties, Inc. CENTRAL INDEX KEY: 0001507385 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 405 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-415-6500 MAIL ADDRESS: STREET 1: 405 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAY DAVID S CENTRAL INDEX KEY: 0001212925 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35263 FILM NUMBER: 141138851 MAIL ADDRESS: STREET 1: 8270 GREENSBORO DR STE 950 CITY: MCLEAN STATE: VA ZIP: 22102 4 1 v390689_4.xml OWNERSHIP DOCUMENT X0306 4 2014-10-01 0 0001507385 American Realty Capital Properties, Inc. ARCP 0001212925 KAY DAVID S C/O ARCP 405 PARK AVENUE NEW YORK NY 10022 1 1 0 0 CEO and Director Common Stock 2014-10-01 4 A 0 165838 12.06 A 431153 D Common Stock 2014-10-01 4 A 0 331675 12.06 A 762828 D Series F Cumulative Redeemable Preferred Stock 7500 D LTIPs 0 2014-10-01 4 J 0 1754236 A Common Stock 2631354 D Fully-vested shares of common stock issued pursuant to the Issuer's Equity Plan. In accordance with Mr. Kay's Employment Agreement, dated as of October 1, 2014, the price reflects a per share value of $12.06, the closing price of the Issuer's common stock as listed on the NASDAQ Global Select Market on September 30, 2014. Restricted shares of common stock issued pursuant to the Issuer's Equity Plan that will vest in four equal installments on each of the first, second, third and fourth anniversaries of the grant date, October 1, 2014. Award of long-term incentive plan units ("LTIPs") granted under the Issuer's 2014 Multi-Year Outperformance Plan (the "OPP") that Mr. Kay may earn based on the Issuer's level of achievement of the performance metrics set forth under the OPP. Pursuant to the terms and conditions of the OPP, subject to Mr. Kay's continued service through each vesting date, LTIPs earned under the OPP will vest in three equal installments on October 1, 2016, October 1, 2017 and October 1, 2018. Operating Partnership Units ("OP Units"), which underlie each LTIP and into which the LTIPs are convertible after being earned and vested, are exchangeable for cash or, at the option of the Issuer's operating partnership, 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 (such as these LTIPs) and may be converted with no expiration date. Inclusive of 877,118 LTIPs previously issued to Mr. Kay, as reported on his Form 4 dated January 10, 2014. /s/ David Kay 2014-10-03