UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 23, 2018
American Realty Capital Healthcare Trust III, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland | | 000-55625 | | 38-3930747 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
405 Park Avenue, 3rd Floor New York, New York 10022 |
(Address, including zip code, of Principal Executive Offices) Registrant's telephone number, including area code: (212) 415-6500 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growthcompanyas defined in Rule 405 of theSecurities Act of 1933 (§230.405 of this chapter)or Rule 12b-2 of theSecurities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth companyx
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.x
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Election of Edward M. Weil, Jr. as Chief Executive Officer and President
On August 23, 2018, the board of directors of American Realty Capital Healthcare Trust III, Inc. (the “Company”), upon recommendation of its nominating and corporate governance committee, elected Edward M. Weil, Jr. to serve as the Company’s chief executive officer and president to replace W. Todd Jensen, effective as of September 12, 2018. Mr. Weil will also replace Mr. Jensen as chief executive officer and president of the Company’s advisor and property manager, effective as of that same date, and Mr. Weil will continue to serve as the executive chairman of the board of directors of the Company.
The replacement of Mr. Jensen and the election of Mr. Weil are not the result of any disagreement between the Company and Mr. Jensen. In addition, Mr. Jensen has advised the Company that, following the effective date of his replacement, he will no longer be responsible for any part of any registration statement filed by the Company pursuant to and consistent with 15 U.S.C.§ 77k(b)(l).
The information required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K with respect to Mr. Weil is included in the Company’s annual report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 26, 2018.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN REALTY CAPITAL HEALTHCARE TRUST III, INC. |
| | |
Date: August 24, 2018 | By: | /s/ Katie P. Kurtz |
| Katie P. Kurtz Chief Financial Officer, Secretary and Treasurer |