4//SEC Filing
American Realty Capital Properties, Inc. 4
Accession 0001144204-14-001756
CIK 0001507385operating
Filed
Jan 9, 7:00 PM ET
Accepted
Jan 10, 7:10 PM ET
Size
13.0 KB
Accession
0001144204-14-001756
Insider Transaction Report
Form 4
Budko Peter M
EVP & Chief Investment Officer
Transactions
- Other
Operating Partnership Units
2014-01-03+35→ 35 totalExercise: $0.00→ Common Stock (35 underlying) - Purchase
Operating Partnership Units
2014-01-03$9.39/sh+13,095$122,962→ 13,095 totalExercise: $0.00→ Common Stock (13,095 underlying) - Other
Operating Partnership Units
2014-01-08+1,351,172→ 1,351,172 totalExercise: $0.00→ Common Stock (1,351,172 underlying)
Footnotes (6)
- [F1]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").
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
Documents
Issuer
American Realty Capital Properties, Inc.
CIK 0001507385
Entity typeoperating
Related Parties
1- filerCIK 0001507385
Filing Metadata
- Form type
- 4
- Filed
- Jan 9, 7:00 PM ET
- Accepted
- Jan 10, 7:10 PM ET
- Size
- 13.0 KB