SEC Form 4 · accession 0001144204-15-033571
New York REIT, Inc. · NYRT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael A. Happel
Officer — CEO & President
Period of report
Apr 15, 2015
Accepted (ET)
May 27, 2015 · 6:03 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001474464
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | May 22, 2015 | P | 23,000 | $9.0425 | A | 43,000 | D | |
| Common StockF5 | holding | — | — | — | 20,000 | I | see footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating Partnership UnitsF1,F2,F3 | $0.00 | Apr 15, 2014 | J | 237,733 | A | — | — | Common Stock | 237,733 | 237,733 | D |
| Operating Partnership UnitsF4 | — | holding | — | — | — | — | — | Common Stock | — | 588,614 | D |
Explanation of responses
- F1New York Recovery Advisors, LLC (the "Advisor") was entitled to a "profits interest" in the form of Class B Units in the New York Recovery Operating Partnership, L.P. (the "Operating Partnership") in connection with its asset management services. Upon the listing of the issuer's shares of common stock on the New York Stock Exchange on April 15, 2014, each outstanding Class B Unit in the Operating Partnership was converted automatically into one OP Unit.
- F2The Advisor, which previously owned the reported securities, is controlled by American Realty Capital III, LLC ("ARC III"). The reporting person directly or indirectly owns equity interests of ARC III. On April 15, 2014, the Advisor subsequently distributed the OP Units pro rata to the members of ARC III. As a result, the reporting person received 237,733 OP units and now owns the OP Units directly. The Advisor no longer holds any OP Units directly.
- F3OP 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.
- F4Terms of the 588,614 OP Units were previously reported and described on the reporting person's Form 4 filed on December 5, 2014.
- F5New York Recovery Limited Partnership, LLC, which owns the reported securities, is controlled by ARC III. The reporting person directly or indirectly owns equity interests in ARC III. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.