SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
10/7/16
1. NAME OF REPORTING PERSON
Bulldog Investors, LLC
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
___________________________________________________________
7. SOLE VOTING POWER
1,216,178
8. SHARED VOTING POWER
1,262,115
9. SOLE DISPOSITIVE POWER
1,216,178
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,262,115
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
2,478,293 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
1.49%
14. TYPE OF REPORTING PERSON
IA
___________________________________________________________
1. NAME OF REPORTING PERSON
Phillip Goldstein
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
1,216,178
8. SHARED VOTING POWER
1,262,115
9. SOLE DISPOSITIVE POWER
1,216,178
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,262,115
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
2,478,293 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
1.49%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
1,216,178
8. SHARED VOTING POWER
1,262,115
9. SOLE DISPOSITIVE POWER
1,216,178
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,262,115
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
2,478,293 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
1.49%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Steven Samuels
2. CHECK THE BOX IF MEMBER OF A GROUP a[]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
1,216,178
8. SHARED VOTING POWER
1,262,115
9. SOLE DISPOSITIVE POWER
1,216,178
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,262,115
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
2,478,293 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
1.49%
14. TYPE OF REPORTING PERSON
IN
_______________________________________________________
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock
of New York Reit Inc. ("NYRT" or the "Issuer").
The principal executive offices of NYRT are located at
405 PARK AVENUE
14TH FLOOR
NEW YORK NY 10022
Item 2. IDENTITY AND BACKGROUND
(a) This statement is filed on behalf of Bulldog Investors,LLC, (a Delaware
Limited Liability Company), Phillip Goldstein, Andrew Dakos and Steven Samuels.
(b) The business address of the reporting persons is Park 80 West-Plaza Two,
250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663.
(c) Bulldog Investors,LLC is a registered investment adviser.
Messrs. Goldstein, Dakos and Samuels are control persons of Bulldog
Investors,LLC.
(d) n/a
(e) n/a
(f) Each of Messrs. Goldstein, Dakos and Samuels is a citizen of the United
States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Shares of the Issuer have been accumulated on behalf of clients of
Bulldog Investors,LLC.
ITEM 4. PURPOSE OF TRANSACTION
See Exhibit A - Letter to the NYRT Chairman.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the 10-Q filed on August 9, 2016, there were 165,846,056 shares
of common stock outstanding as of July 29, 2016. The percentages set forth
herein were derived using such number. Phillip Goldstein, Andrew Dakos and
Steven Samuels own Bulldog Investors, LLC, a registered investment advisor.
As of October 6, 2016, Bulldog Investors, LLC is deemed to be the beneficial
owner of 2,478,293 shares of NYRT (representing 1.49% of NYRT's outstanding
shares) solely by virtue of Bulldog Investors LLC's power to direct the vote
of,and dispose of, these shares. These 2,478,293 shares of NYRT include
1,216,178 shares (representing 0.73% of NYRT's outstanding shares) that are
beneficially owned by Mr. Goldstein and the following entities over which
Messrs. Goldstein, Dakos and Samuels exercise control: Opportunity Partners
LP, Calapasas West Partners LP, Full Value Special Situations Fund, LP, Full
Value Offshore Fund, Ltd., Opportunity Income Plus, Full Value Partners, LP,
and MCM Opportunity Partners, LP (collectively, "Bulldog Investors Group of
Funds"). Bulldog Investors Group of Funds may be deemed to constitute a group.
All other shares included in the aforementioned 2,478,293 shares of NYRT
beneficially owned by Bulldog Investors LLC (solely by virtue of its power
to sell or direct the vote of these shares) are also beneficially owned by
clients of Bulldog Investors, LLC who are not members of any group. The
total number of these "non-group" shares is 1,262,115 (representing 0.76%
of NYRT's outstanding shares).
(b)Bulldog Investors,LLC has sole power to dispose of and vote 1,216,178 shares.
Bulldog Investors, LLC has shared power to dispose of and vote 1,262,115 shares.
Certain of Bulldog Investors, LLC's clients (none of whom beneficially own more
than 5% of NYRT's shares) share this power with Bulldog Investors, LLC. Messrs.
Goldstein, Dakos and Samuels are control persons of Bulldog Investors, LLC.
c) During the past 60 days the following shares of NYRT were purchased:
Date: Shares: Price:
08/05/16 57,347 10.0452
08/08/16 59,432 10.0423
08/09/16 50,000 9.9978
08/10/16 8,200 10.0279
08/11/16 50,000 9.9833
08/12/16 54,219 9.9701
08/15/16 13,736 9.9795
08/16/16 25,000 9.9169
08/17/16 25,000 9.8591
08/19/16 6,600 9.9770
08/22/16 20,000 9.8711
08/23/16 19,907 9.7893
08/31/16 11,000 9.6290
09/01/16 25,000 9.5919
09/02/16 51,000 9.6548
09/06/16 38,000 9.5510
09/07/16 22,600 9.5993
09/08/16 50,000 9.5655
09/09/16 25,000 9.3283
d) Clients of Bulldog Investors, LLC are entitled to receive any dividends or
sales proceeds.
e) N/A
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 & Exhibit A
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 10/07/16
By: /S/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
By: /S/ Steven Samuels
Name: Steven Samuels
Bulldog Investors, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member
Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.
Exhibit 1:
Agreement to Make Joint Filing
Agreement made as of the 7th day of October, 2016, by and among
Bulldog Investors, LLC, Phillip Goldstein, Andrew Dakos, and Steven Samuels.
WHEREAS, Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 provides
that whenever two or more persons are required to file a statement containing
the information required by Schedule 13D with respect to the same securities,
only one such statement need be filed, so long as, among other things, such
filing includes as an exhibit an agreement among such persons that such a
statement is filed on behalf of each of them;
WHEREAS, in connection with certain holdings of New York Reit Inc. (NYRT),
each of the parties to this Agreement is required to file a statement
containing the information required by Schedule 13D with respect
to the same holdings of NYRT;
NOW THEREFORE, the parties hereby agree that one statement containing the
information required by Schedule 13D shall be filed on behalf of each party
hereto.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first written above.
By:/s/ Phillip Goldstein By:/s/ Andrew Dakos
Phillip Goldstein Andrew Dakos
BULLDOG INVESTORS, LLC
By: /s/ Steven Samuels By: /s/ Andrew Dakos
Steven Samuels Andrew Dakos, Member
Exhibit A:
Bulldog Investors, LLC, 250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663
201-881-7100 // pgoldstein@bulldoginvestors.com
October 7, 2016
Randolph C. Read
Chairman of the Board
New York REIT, Inc.
405 Park Ave., 14th Floor
New York, NY 10022
Dear Mr. Read:
Bulldog Investors, LLC currently owns, on behalf of its clients,
approximately 2.5 million shares of New York REIT, Inc. (NYSE: NYRT).
We met with Mike Happel in late August and urged him to try to reach
a settlement with WW Investors in connection with the Board's recent
decision to liquidate (which we support). We were disappointed that a
settlement was not reached. But, if that is no longer a realistic
possibility, then stockholders must have an opportunity to determine
the fate of their investment.
The last annual meeting was held on June 22, 2015. At that meeting,
directors were elected "to serve for a term ending at the 2016 annual
meeting of stockholders." Since the 2016 annual meeting has not been
scheduled, we think that stockholders should be able to vote for the
full board of directors (including those that were never elected by
stockholders) at the same meeting at which they will vote on the plan of
liquidation. After all, the success of the plan will depend on who is
going to execute it. Conversely, there is no reason we can think of to
bifurcate these matters by holding a special meeting to vote on the
liquidation plan without allowing stockholders to simultaneously
determine the constitution of the board of directors.
Thank you for your consideration.
Sincerely yours,
/S/Phillip Goldstein
Phillip Goldstein
Member
Bulldog Investors LLC