New York City REIT (NYC) Form 4 New York City REIT / Edward M Jr. Weil 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

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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^*

Weil Edward M Jr.

(Last) (First) (Middle)

650 FIFTH AVENUE, 30TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO, President and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2021

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
Class A Common Stock	02/19/2021		P(1)		150	A	$9.99	8,160	D
Class A Common Stock	02/22/2021		P(1)		150	A	$9.95	8,310	D
Class A Common Stock								1,840.47	I	See footnote(2)
Class A Common Stock								128.3603(3)	I	See footnote(4)

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

Explanation of Responses:

1. The transactions reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 18, 2020.

2. The reporting person is the chief executive officer, and also holds a non-controlling equity interest in, the entities that own and control New York City Advisors, LLC (the "Advisor"), the external advisor of New York City REIT, Inc. The Advisor owns the reported securities. The reporting person disclaims beneficial ownership of the securities owned by the Advisor except to the extent of his pecuniary interest therein. The number of securities reported as indirectly held by the reporting person in this Form 4 represents the extent of his pecuniary interest therein (i.e. his pro rata share of the equity of the parent of the Advisor).

3. This amount includes 64.1628 shares of Class A common stock and 64.1975 shares of Class B common stock. Shares of Class B common stock will automatically convert into shares of Class A common stock to be listed on the New York Stock Exchange in two equal tranches no later than April 15, 2021 and August 13, 2021.

4. The reporting person is the chief executive officer, and also holds a non-controlling equity interest in, the entities that own and control New York City Special Limited Partnership, LLC (the "Special Limited Partner"), an affiliate of the Advisor. The Special Limited Partner owns the reported securities. The reporting person disclaims beneficial ownership of the securities owned by the Special Limited Partner except to the extent of his pecuniary interest therein. The number of securities reported as indirectly held by the reporting person in this Form 4 represents the extent of his pecuniary interest therein (i.e. his pro rata share of the equity of the parent of the Special Limited Partner).

	/s/ Edward M. Weil, Jr.	02/22/2021
	** 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.