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*
(Street)
| 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)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/03/2022 | ||||||||||||||||||||||||||
| 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 | ||||||
| Class A Common Stock | 10/03/2022 | A | 146,284(1) | A | $0 | 560,177 | I | See footnote(2) | ||
| Class A Common Stock | 56,091 | I | See footnote(3) | |||||||
| Class A Common Stock | 12,210 | D | ||||||||
| 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 | ||||||||
| Explanation of Responses: |
| 1. Fully-vested shares of Class A common stock of New York City REIT, Inc. (the "Issuer") issued pursuant to the 2020 Advisor Omnibus Incentive Compensation Plan of the Issuer in connection with fees earned by New York City Advisors, LLC (the "Advisor"), the external advisor of the Issuer. |
| 2. The reporting person is the chief executive officer and also holds a non-controlling equity interest in the entities that own and control the Advisor. The Advisor beneficially owns the reported securities. The reporting person disclaims beneficial ownership of the securities beneficially owned by the Advisor except to the extent of his pecuniary interest therein. The number of securities reported as indirectly beneficially owned by the reporting person in this Form 4 is the total number of securities beneficially owned by the Advisor and does not represent his pro rata indirect pecuniary interest therein (i.e. his pro rata share of the equity of the parent of the Advisor). |
| 3. The reporting person holds a non-controlling equity interest in Bellevue Capital Partners, LLC ("BCP"), an entity that indirectly owns and controls the Advisor and New York City Special Limited Partnership, LLC, an affiliate of the Advisor. The reporting person disclaims beneficial ownership of the securities beneficially owned by BCP except to the extent of his pecuniary interest therein. The number of securities reported as indirectly beneficially owned by the reporting person in this Form 4 is the total number of securities beneficially owned by BCP in which the reporting person has a beneficial interest and does not represent his pro rata indirect pecuniary interest therein (i.e. his pro rata share of the equity of BCP). |
| /s/ Edward M. Weil, Jr. | 10/03/2022 | |
| ** 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. | ||