Sec Form 4 Filing - SODO MICHAEL @ American Realty Capital Properties, Inc. - 2015-04-01

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 SODO MICHAEL 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) EVP, CFO and Treasurer (Last) (First) (Middle) C/O ARCP, 2325 E. CAMELBACK ROAD, SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 04/01/2015 (Street) PHOENIX, AZ85016 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 04/01/2015 A 35,912 ( 1 ) A $ 9.05 ( 2 ) 48,666 D Common Stock 04/01/2015 A 35,912 ( 3 ) A $ 9.05 ( 2 ) 84,578 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SODO MICHAEL C/O ARCP 2325 E. CAMELBACK ROAD, SUITE 1100 PHOENIX, AZ85016 EVP, CFO and Treasurer Signatures /s/ Michael Sodo 04/02/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Performance-based restricted stock units granted April 1, 2015 to the Reporting Person pursuant to the Issuer's Equity Plan. Such restricted stock units will vest in three equal installments on each of the first, second and third anniversaries of October 29, 2014 (the "Commencement Date"), the commencement date of Mr. Sodo's tenure as Executive Vice President, Chief Financial Officer and Treasurer, subject to the achievement of the Performance Condition. The Performance Condition requires that the closing price of the Issuer's common stock on the NASDAQ Global Select Market must be $10.00 per share or more for 20 consecutive trading days at any time from the date of grant through December 31, 2017. The restricted stock units will not vest on the three anniversaries of the Commencement Date unless the Performance Condition is met. ( 2 )Reflects the closing sale price as reported on the NASDAQ Global Select Market on December 31, 2014. ( 3 )Reflects restricted stock units granted April 1, 2015 to the Reporting Person pursuant to the Issuer's Equity Plan. These restricted stock units vest in three equal installments on each of the first, second and third anniversaries of the Commencement Date.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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