New York REIT Liquidating (NYRT) Form 4 New York REIT / Michael A. Happel ownership change

SEC Form 4

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Happel Michael A.

(Last) (First) (Middle)

405 PARK AVE.

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
New York REIT, Inc. [ NYRT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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

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 (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
LTIPs	(3)(4)	05/25/2016		J(1)(2)		156,302		(3)(4)	(3)(4)	Common Stock	156,302	(1)(2)	229,714(5)	D

Explanation of Responses:

1. On 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").

2. The 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.

3. Under 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.

4. OP 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.

5. Includes 73,412 earned LTIP Units received as a pro rata distribution to the ultimate members of ARC III on June 30, 2015.

	/s/ Michael A. Happel	07/13/2016
	** 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.