UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 16 30, 2016

American Realty Capital — Retail Centers of America, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland

000-55198

27-3279039

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

405 Park Avenue, 14^th Floor

New York, New York 10022

(Address, including zip code, of Principal Executive Offices)

Registrant’s telephone number, including area code: (212) 415-6500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~¨ ~~5.07.~~Soliciting ~~Submission~~material ofpursuant ~~Matters~~ to aRule ~~Vote~~14a-12 ofunder ~~Security~~the ~~Holders~~Exchange Act (17 CFR 240.14a-12)

~~American~~¨ ~~Realty~~Pre-commencement ~~Capital~~communications –pursuant ~~Retail Centers~~to ofRule ~~America, Inc.’s~~ 14d-2(~~the “Company”~~b) ~~2016~~under ~~annual meeting of stockholders (~~the “Annual Meeting”) was initially called to order on June 29, 2016 and was reconvened on July 15, 2016, July 29, 2016, August 11, 2016 and August 16, 2016. At the Annual Meeting held on June 29, 2016, as previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange ~~Commission~~Act (~~the~~17 ~~“SEC”)~~CFR ~~on June 29, 2016, the Company’s stockholders approved Proposals Nos~~240. ~~1 and~~ 14d-2 and the Company subsequently adjourned the Annual Meeting with respect to Proposals Nos. 3 – 7, 9 and 10 to permit stockholders of record as of April 18, 2016 additional time to consider Proposals Nos. 3 – 7, 9 and 10, and to enable the Company’s proxy solicitor, Broadridge Investor Communication Solutions, Inc., more time to solicit stockholder votes.(b))

At¨ ~~the~~Pre-commencement ~~reconvened~~communications ~~Annual~~pursuant ~~Meeting~~to onRule ~~August 16,~~13e-4(c) ~~2016,~~under ~~there were present, in person or by proxy, stockholders holding an aggregate of 57,994,478 shares of~~ the ~~Company’s common~~Exchange ~~stock,~~Act ~~out~~(17 ofCFR ~~a total number of 98,072,758 shares of the Company’s common stock issued and outstanding and entitled to vote at the reconvened Annual Meeting~~240.13e-4(c))

~~Proposals~~Item ~~Nos~~8.01 3Other ~~– 7, 9 and 10~~Events.

AtOn ~~the reconvened Annual Meeting on~~ August 16 30, 2016, ~~stockholders~~in ~~voted~~consideration ~~on (i) Proposal No. 3 (to amend the Company’s charter to remove or revise provisions regarding~~of the ~~Company’s~~unsolicited ~~stock);~~proposal (ii“Proposal”) ~~Proposal~~from ~~No.~~American 4Finance ~~(to~~Trust, ~~amend~~Inc. ~~the~~(“AFIN”) ~~Company’s~~announced ~~charter~~by toAmerican Realty ~~remove~~Capital or— ~~revise~~Retail ~~provisions~~Centers ~~regarding stockholder~~of ~~voting~~America, ~~rights; (iii) Proposal No~~Inc. 5 (~~to amend~~ the “Company~~’s charter to remove or revise provisions regarding stockholder information rights~~”); ~~(iv)~~on ~~Proposal~~June ~~No.~~30, 62016, ~~(to amend~~ the Company’s ~~charter~~determined to ~~remove or revise provisions regarding~~ ~~the~~suspend ~~composition of~~ the Company’s ~~board~~distribution ofreinvestment ~~directors);~~plan ~~(v)~~effective ~~Proposal~~immediately ~~No.~~upon 7mailing ~~(to~~a ~~amend~~notice of the ~~Company’s~~suspension ~~charter~~ to ~~remove~~each ordistribution ~~revise~~reinvestment ~~provisions~~plan ~~regarding~~participant ~~the conduct of the Company’s board of directors);~~ (vi“Participant”). ~~Proposal~~Also ~~No.~~on 9August ~~(to~~30, ~~amend~~2016, the Company~~’s charter~~ toprovided ~~remove~~a ornotice to ~~add~~Participants, ~~provisions~~a ~~restricting~~copy ~~transfer~~of ~~and~~which ~~ownership~~is ofattached ~~shares);~~hereto ~~and~~as ~~(vii)~~Exhibit ~~Proposal No~~99.1, 10advising ~~(to~~Participants ~~amend~~of the ~~Company’s charter~~suspension ~~to remove or revise provisions stating that the NASAA REIT guidelines control interpretation~~ of the Company’s ~~charter)~~ ~~(collectively,~~distribution ~~the~~reinvestment ~~“Proposed~~plan, ~~Charter~~effective ~~Amendments”)~~immediately.

AsThe ~~noted~~board ~~below~~of indirectors (the ~~summary of~~“Board”) ~~stockholder~~of ~~voting,~~the ~~although~~Company ~~over~~established ~~79%~~a special committee comprised entirely of independent directors (the ~~shares~~“Special ~~voted~~Committee”) to atconsider, review and evaluate the ~~Annual~~Proposal ~~Meeting~~and, ~~were~~if ~~voted~~deemed ~~for~~appropriate, ~~each~~to ofnegotiate the ~~Proposed~~terms ~~Charter~~of a transaction. Although the ~~Amendments,~~discussions ~~none~~with AFIN and its financial advisors have progressed since receipt of the ~~Proposed~~Proposal, ~~Charter~~they ~~Amendments~~have ~~received~~not ~~the~~resulted ~~required~~in ~~vote~~a todefinitive agreement. There can be ~~adopted,~~no ~~which~~assurance ~~required~~that the ~~affirmative vote~~discussions ofwill atresult ~~least~~in a ~~majority~~definitive ofagreement. ~~all~~The ~~the~~Special ~~votes~~Committee ~~entitled~~has tonot made bea ~~cast~~decision onwhether ~~the~~to ~~proposal~~recommend to bethe ~~adopted.~~Board ~~Based~~that on the ~~voting~~Company ~~results~~enter into a transaction, and there can be no assurances that such preliminary discussions or the ~~Company~~Special Committee’s ~~board~~review of ~~directors~~the ~~continues~~Proposal towill ~~believe~~result ~~the~~in ~~Proposed~~any ~~Charter~~such ~~Amendments~~transaction. ~~are~~The inCompany does not intend to provide updates on the ~~best~~discussions ~~interests~~or ofnegotiations regarding the ~~Company’s~~ ~~stockholders~~Proposal ~~and~~unless ~~may~~or ~~propose~~until ~~these~~it ~~Proposed~~determines ~~Charter~~that further ~~Amendments~~disclosure ~~for~~is ~~stockholder~~appropriate ~~consideration~~or ~~again~~required atbased ~~a future~~on ~~meeting~~the ofthen-current ~~stockholders~~facts and circumstances.

~~The full results of the votes for, votes against, abstentions and broker non~~Forward-~~votes~~Looking ~~relating~~Statements ~~to Proposal Nos. 3 – 7, 9 and 10 are set forth below:~~

Proposal	Votes For	Votes Against	Abstain	Broker Non-Votes
Proposal No. 3	46,196,496	6,705,949	5,092,033	*
Proposal No. 4	45,722,812	7,100,153	5,171,513	*
Proposal No. 5	45,682,518	7,280,928	5,031,032	*
Proposal No. 6	46,146,098	6,870,031	4,978,349	*
Proposal No. 7	46,197,951	6,839,065	4,957,462	*
Proposal No. 9	45,978,787	6,967,164	5,048,527	*
Proposal No. 10	46,198,350	6,744,302	5,051,826	*

The statements in this Current Report on Form 8-K include statements regarding the intent, belief or current expectations of the Company and members of its management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “strives,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. The Company may not actually execute on the Proposed Transaction, or achieve the plans, intentions, or expectations disclosed in these forward looking statements, and you should not place undue reliance on these forward-looking statements. Actual results may differ materially from those contemplated by such forward-looking statements, including as a result of those factors set forth in the Risk Factors section of the Company’s most recent annual report on Form 10-K and quarterly report on Form 10-Q. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.

*Item ~~No broker non-votes were recorded in connection with Proposals No~~9.01 3Financial –Statements ~~7, 9~~ and ~~10.~~Exhibits

~~SIGNATURES~~(d) Exhibits.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit No.	Description

Exhibit 99.1	Notice to Participants dated August 30, 2016

	AMERICAN REALTY CAPITAL – RETAIL CENTERS OF AMERICA, INC.
Date: August 16, 2016	By:	/s/ Edward M. Weil, Jr.
		Edward M. Weil, Jr.
		Chief Executive Officer and President

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	American Realty Capital — Retail Centers of America, Inc.

Date: August 30, 2016	By:	/s/ Edward M. Weil, Jr.
		Edward M. Weil, Jr. Chief Executive Officer, President and Chairman of the Board of Directors

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