Sec Form 4 Filing - Beeson Lisa @ American Realty Capital Properties, Inc. - 2014-10-06

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Beeson Lisa 2. Issuer Name and Ticker or Trading Symbol American Realty Capital Properties, Inc. [ ARCP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and COO (Last) (First) (Middle) C/O ARCP, 405 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 10/06/2014 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/06/2014 A 83,126 ( 1 ) A $ 12.03 ( 2 ) 151,338 D Common Stock 10/08/2014 A 84,603 ( 3 ) A $ 11.82 ( 4 ) 235,941 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares LTIPs $ 0 10/06/2014 J 219,280 ( 5 )( 6 ) ( 5 )( 6 ) Common Stock ( 5 ) ( 6 ) ( 5 ) ( 6 ) 877,119 ( 7 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Beeson Lisa C/O ARCP 405 PARK AVENUE NEW YORK, NY10022 President and COO Signatures /s/ Lisa E. Beeson 10/08/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted shares of common stock issued pursuant to the Issuer's Equity Plan that will vest in four equal installments on each of the first, second, third and fourth anniversaries of the grant date, October 6, 2014. ( 2 )In accordance with Ms. Beeson's Employment Agreement, dated as of October 6, 2014, the price reflects a per share value of $12.03, the closing price of the Issuer's common stock as listed on the NASDAQ Global Select Market on October 3, 2014. ( 3 )Restricted shares of common stock issued pursuant to the Issuer's Equity Plan that may vest in four equal installments on each of the first, second, third and fourth anniversaries of the grant date, October 8, 2014, and which shall be earned based upon the Issuer's total stockholder return relative to its peer group from October 1, 2014 through September 30, 2016. Shares not earned will not vest in accordance with the terms of the grant. ( 4 )In accordance with Ms. Beeson's Employment Agreement, dated as of October 6, 2014, the price reflects a per share value of $11.82, the closing price of the Issuer's common stock as listed on the NASDAQ Global Select Market on October 7, 2014. ( 5 )Award of long-term incentive plan units ("LTIPs") granted under the Issuer's 2014 Multi-Year Outperformance Plan (the "OPP") that Ms. Beeson may earn based on the Issuer's level of achievement of the performance metrics set forth under the OPP. Pursuant to the terms and conditions of the OPP, subject to Ms. Beeson's continued service through each vesting date, LTIPs earned under the OPP will vest in three equal installments on October 1, 2016, October 1, 2017 and October 1, 2018. ( 6 )Operating Partnership Units ("OP Units"), which underlie each LTIP and into which the LTIPs are convertible after being earned and vested, 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 (such as these LTIPs) and may be converted with no expiration date. ( 7 )Inclusive of 657,839 LTIPs previously issued to Ms. Beeson, as reported on her Form 4 dated January 10, 2014.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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