As filed with the Securities and Exchange Commission on January 29, 2015
Registration No. 333-194135
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
![](https://capedge.com/proxy/POS EX/0001144204-15-004499/line.gif)
POST-EFFECTIVE AMENDMENT NO. 5 TO
FORM S-11
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
![](https://capedge.com/proxy/POS EX/0001144204-15-004499/line.gif)
American Realty Capital New York City REIT, Inc.
(Exact Name of Registrant as Specified in Its Governing Instruments)
![](https://capedge.com/proxy/POS EX/0001144204-15-004499/line.gif)
405 Park Avenue
New York, New York 10022
(212) 415-6500
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)
![](https://capedge.com/proxy/POS EX/0001144204-15-004499/line.gif)
Michael A. Happel
405 Park Avenue
New York, New York 10022
(212) 415-6500
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
![](https://capedge.com/proxy/POS EX/0001144204-15-004499/line.gif)
With Copies to:
![]() | ![]() | ![]() | ||
Peter M. Fass, Esq. Proskauer Rose LLP Eleven Times Square New York, New York 10036-8299 Tel: (212) 969-3000 Fax: (212) 969-2900 | Michael J. Choate, Esq. Proskauer Rose LLP Three First National Plaza 70 West Madison, Suite 3800 Chicago, IL 60602-4342 Tel: (312) 962-3567 Fax: (312-962-3551 | James A. Tanaka, Esq. General Counsel RCS Capital 405 Park Avenue New York, NY 10022 Tel: (212) 415-6500 |
![](https://capedge.com/proxy/POS EX/0001144204-15-004499/line.gif)
Approximate Date of Commencement of Proposed Sale to the Public: As soon as practicable after the effective date of this Registration Statement.
If any of the Securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, check the following box.x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.x
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
![]() | ![]() | ![]() | ![]() | |||
Large Accelerated filero | Accelerated filero | Non-accelerated filerx | Smaller reporting companyo | |||
(Do not check if a smaller reporting company) |
EXPLANATORY NOTE
This Post-Effective Amendment No. 5 (“Amendment No. 5”) to the Registration Statement on Form S-11 of American Realty Capital New York City REIT, Inc. (the “Registration Statement”) is being filed solely to add certain exhibits not previously filed with respect to the Registration Statement. No other changes have been made to the Registration Statement. Accordingly, this Amendment No. 5 consists solely of the facing page, this explanatory note and Part II (which includes the Exhibit Index).
1
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 36. Financial Statements and Exhibits
(b) Exhibits:
![]() | ![]() | |
Exhibit No. | Description | |
16.1(1) | Letter from Grant Thornton LLP to the Securities and Exchange Commission dated January 28, 2015 |
(1) | Filed herewith. |
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 5 to the registrant’s registration statement on Form S-11 and has duly caused such amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, the State of New York, on January 29, 2015.
American Realty Capital New York City REIT, Inc.
By: | /s/ Michael A. Happel![]() Michael A. Happel Chief Executive Officer, President and Secretary |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 5 to the registrant’s Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
![]() | ![]() | ![]() | ||
NAME | CAPACITY | DATE | ||
/s/ Michael A. Happel![]() Michael A. Happel | Chief Executive Officer, President and Secretary (principal executive officer) | January 29, 2015 | ||
/s/ William M. Kahane![]() William M. Kahane | Executive Chairman of the Board of Directors | January 29, 2015 | ||
/s/ Gregory W. Sullivan![]() Gregory W. Sullivan | Chief Financial Officer, Chief Operating Officer and Treasurer (principal financial officer and principal accounting officer) | January 29, 2015 | ||
*![]() Elizabeth K. Tuppeny | Lead Independent Director | January 29, 2015 | ||
*![]() Robert T. Cassato | Independent Director | January 29, 2015 | ||
/s/ Michael A. Happel![]() Michael A. Happel Attorney-in-Fact |
II-2
EXHIBIT INDEX
The following exhibits are included, or incorporated by reference, in this registration statement on Form S-11 (and are numbered in accordance with Item 601 of Regulation S-K).
![]() | ![]() | |
Exhibit No. | Description | |
16.1(1) | Letter from Grant Thornton LLP to the Securities and Exchange Commission dated January 28, 2015 |
(1) | Filed herewith. |
II-3