SEC Form 4 · accession 0001144204-16-112871
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
May 25, 2016
Accepted (ET)
Jul 13, 2016 · 9:01 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001474464
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIPsF1,F2,F5,F3,F4 | — | May 25, 2016 | J | 156,302 | A | — | — | Common Stock | 156,302 | 229,714 | D |
Explanation of responses
- F1On April 15, 2014, New York Recovery Advisors, LLC (the "Advisor") was issued 8,880,579 units of limited partnership interest in the issuer's operating partnership designated as "LTIP Units" under the 2014 Advisor Multi-Year Outperformance Agreement among the issuer, the operating partnership and the Advisor (the "OPP"). On May 25, 2016, 805,679 LTIP Units were earned by the Advisor under the terms of the OPP. The Advisor, which previously owned the reported securities, is controlled by American Realty Capital III, LLC ("ARC III").
- F2The reporting person directly or indirectly owns equity interests of ARC III. On May 25, 2016, the Advisor transferred, in accordance with the applicable requirements of the OPP, 156,302 of these earned LTIP Units to the reporting person as part of a pro rata distribution to the ultimate members of ARC III for no consideration. The transfer of these LTIP units occurred on July 7, 2016. As a result, the reporting person received 156,302 earned LTIP Units and now owns these LTIP Units directly.
- F3Under the terms of the OPP, subject to the Advisor's continued service through the vesting date, earned LTIP Units will vest 1/3 on each of April 15, 2017, April 15, 2018 and April 15, 2019. At the time the Advisor's average capital account balance with respect to an LTIP Unit is economically equivalent to the average capital account balance of a unit of limited partnership interest in the issuer's operating partnership designated as an "OP Unit," the LTIP Unit has been earned and it has been vested for 30 days, the Advisor, in its sole discretion, will be entitled to convert such LTIP Unit into an OP Unit in accordance with the provisions of the limited partnership agreement of the issuer's operating partnership. Any earned and vested LTIP Units may be converted into OP Units.
- F4OP Units are exchangeable for cash or, at the option of the issuer's operating partnership, shares of the issuer'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.
- F5Includes 73,412 earned LTIP Units received as a pro rata distribution to the ultimate members of ARC III on June 30, 2015.