American Realty Capital Properties, Inc. 4

Accession 0001144204-14-001754

CIK 0001507385operating

View on SEC.gov Company Profile

Filed

Jan 9, 7:00 PM ET

Accepted

Jan 10, 7:09 PM ET

Size

18.5 KB

Accession

0001144204-14-001754

Insider Transaction Report

Form 4

Period: 2014-01-03

American Realty Capital Properties, Inc.ARCP

BLOCK BRIAN S

EVP & CFO

Transactions

Award
Common Stock
2014-01-08$12.43/sh+804,506$10,000,010→ 804,506 total
Purchase
Operating Partnership Units
2014-01-03$9.39/sh+2,402$22,555→ 2,402 total
Exercise: $0.00→ Common Stock (2,402 underlying)
Other
Operating Partnership Units
2014-01-08+247,885→ 247,885 total
Exercise: $0.00→ Common Stock (247,885 underlying)
Other
Operating Partnership Units
2014-01-03+6→ 6 total
Exercise: $0.00→ Common Stock (6 underlying)
Other
LTIPs
2014-01-08+1,754,236→ 1,754,236 total
Exercise: $0.00→ Common Stock (1,754,236 underlying)

Holdings

Common Stock
90,188
Series F Cumulative Redeemable Preferred Stock
5,159

Footnotes (8)

[F1]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.
[F2]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").
[F3]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.
[F4]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.
[F5]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.
[F6]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.
[F7]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.
[F8]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.

Documents

1 file

4
v365126_4.xmlPrimary
OWNERSHIP DOCUMENT

Issuer

American Realty Capital Properties, Inc.

CIK 0001507385

→

Entity typeoperating

Related Parties

filerCIK 0001507385

Filing Metadata

Form type: 4
Filed: Jan 9, 7:00 PM ET
Accepted: Jan 10, 7:09 PM ET
Size: 18.5 KB

View on SEC.gov