4//SEC Filing
New York REIT, Inc. 4
Accession 0001144204-14-072659
CIK 0001474464operating
Filed
Dec 4, 7:00 PM ET
Accepted
Dec 5, 7:54 PM ET
Size
8.1 KB
Accession
0001144204-14-072659
Insider Transaction Report
Form 4
Happel Michael A.
EVP and CIO
Transactions
- Other
Operating Partnership Units
2014-11-21+588,614→ 588,614 totalExercise: $0.00→ Common Stock (588,614 underlying)
Footnotes (5)
- [F1]On April 15, 2014, in connection with initial listing of its shares of common stock on the New York Stock Exchange (the "Listing"), New York REIT, Inc. (the "Company") caused New York Recovery Operating Partnership, L.P. (the "Operating Partnership") to issue a note to New York Recovery Special Limited Partnership, LLC (the "Special Limited Partner") as evidence of the Operating Partnership's obligation to make distributions of net sales proceeds to the Special Limited Partner in an amount equal to 15% of the amount, if any, by which (a) the average market value of the Company's outstanding common stock over the 30 days beginning 180 days after the Listing, plus distributions paid by the Company prior to the Listing, exceeds (b) the sum of the total amount of capital raised from stockholders during the Company's prior offering and the amount of cash flow necessary to generate a 6% annual cumulative, non-compounded return to such stockholders.
- [F2]As previously disclosed in the Company's Current Report on Form 8-K filed on April 15, 2014, the Special Limited Partner had the right, but not the obligation to contribute all, or a portion of the special limited partner interest to the Operating Partnership in exchange for limited partnership units classified as OP Units ("OP Units").
- [F3]In accordance with the terms of the note and the limited partnership agreement of the Operating Partnership, the Special Limited Partner notified the Company of its intent to contribute its interest in the Operating Partnership to the Operating Partnership in exchange for OP Units effective on November 21, 2014. Therefore, the Special Limited Partner's special limited partner interest converted into 3,062,512 OP Units on November 21, 2014.
- [F4]On November 21, 2014, the Special Limited Partner subsequently distributed the OP Units pro rata to the members of the Special Limited Partner. As a result, the reporting person received 588,614 OP units and now owns the OP Units directly. The Special Limited Partner no longer holds any OP Units directly.
- [F5]OP Units are exchangeable for cash or, at the option of the Operating Partnership shares of the Company'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 and have no expiration date.
Documents
Issuer
New York REIT, Inc.
CIK 0001474464
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001474464
Filing Metadata
- Form type
- 4
- Filed
- Dec 4, 7:00 PM ET
- Accepted
- Dec 5, 7:54 PM ET
- Size
- 8.1 KB