| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol New York REIT, Inc. [ NYRT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/30/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 42,703 | D(1) | ||||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Operating Partnership Units | (2) | (2) | (2) | Common Stock | 27 | 27 | D(2) | ||||||||
| Operating Partnership Units | (2) | (2) | (2) | Common Stock | 11,264 | 11,264 | D(2) | ||||||||
| Operating Partnership Units | (2) | (2) | (2) | Common Stock | 128,535 | 128,535 | D(2) | ||||||||
| LTIP Units | (3) | (3) | (3) | Common Stock | 36,691 | 36,691 | D(3) | ||||||||
| Explanation of Responses: |
| 1. Includes 2,703 shares previously reported as held by New York Recovery Limited Partnership, LLC (the "SLP") which is controlled by American Realty Capital III, LLC ("ARC III"). The reporting person directly or indirectly owns equity interests of ARC III. The SLP distributed 20,000 shares held by it to the ultimate owners of ARC III. As a result, the reporting person received 2,703 shares and now owns the shares directly. |
| 2. Terms of the operating partnership units ("OP Units") were previously reported and described on the reporting person's Form 4 filed on April 17, 2014. OP Units were previously reported as held by New York Recovery Advisors, LLC (the "Advisor"), which is controlled by ARC III. On June 30, 2015, the Advisor distributed all of the OP Units it held pro rata to the ultimate owners of ARC III. As a result, the reporting person received the number of OP Units listed above and now owns the OP Units directly. |
| 3. Terms of the LTIP Units were previously reported and described on the reporting person's Form 4 filed on April 17, 2014. LTIP Units were previously reported as held by the Advisor. On June 30, 2015, the Advisor subsequently distributed the earned LTIPs pro rata to the members of ARC III. As a result, the reporting person received 36,691 LTIP Units and now owns the LTIP Units directly. |
| /s/ William M. Kahane | 07/02/2015 | |
| ** Signature of Reporting Person | 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
