SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
11/16/17
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
2,064,947
8. SHARED VOTING POWER
2,679,310
9. SOLE DISPOSITIVE POWER
2,064,947
_______________________________________________________
10. SHARED DISPOSITIVE POWER
2,679,310
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
4,744,257 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
2.83%
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
2,064,947
8. SHARED VOTING POWER
2,679,310
9. SOLE DISPOSITIVE POWER
2,064,947
_______________________________________________________
10. SHARED DISPOSITIVE POWER
2,679,310
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
4,744,257 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
2.83%
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
2,064,947
8. SHARED VOTING POWER
2,679,310
9. SOLE DISPOSITIVE POWER
2,064,947
_______________________________________________________
10. SHARED DISPOSITIVE POWER
2,679,310
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
4,744,257 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
2.83%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Steven Samuels
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
2,064,947
8. SHARED VOTING POWER
2,679,310
9. SOLE DISPOSITIVE POWER
2,064,947
_______________________________________________________
10. SHARED DISPOSITIVE POWER
2,679,310
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
4,744,257 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
2.83%
14. TYPE OF REPORTING PERSON
IN
_______________________________________________________
Item 1. SECURITY AND ISSUER
This statement constitutes Amendment #1 to the schedule 13d
filed October 7, 2016. Except as specifically set forth
herein, the Schedule 13d remains unmodified.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the 10-Q filed on November 9, 2017, there were 167,928,730 shares
of common stock outstanding as of October 31, 2017. 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 November 16, 2017, Bulldog Investors, LLC is deemed to be the beneficial
owner of 4,744,257 shares of NYRT (representing 2.83% 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 4,744,257 shares of NYRT include
2,064,947 shares (representing 1.23% of NYRT's outstanding shares) that are
beneficially owned by Messrs. Goldstein and Samuels 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, 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 4,744,257 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 2,679,310 (representing 1.60% of NYRT's outstanding
shares).
(b)Bulldog Investors,LLC has sole power to dispose of and vote 2,064,947 shares.
Bulldog Investors, LLC has shared power to dispose of and vote 2,679,310 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:
09/15/17 10,000 7.6900
09/19/17 5,000 7.7200
09/20/17 5,000 7.6400
10/12/17 1,000 7.8000
10/13/17 1,000 7.8000
10/16/17 10,000 7.7700
10/20/17 7,569 7.6800
10/25/17 5,000 7.5800
10/26/17 5,949 7.5500
11/02/17 1,000 7.6000
11/15/17 48,539 7.0062
11/16/17 776,051 7.1097
d) Clients of Bulldog Investors, LLC are entitled to receive any dividends or
sales proceeds.
e) The Reporting Persons are not the beneficial owners of more than 5 percent
of outstanding shares for NYRT, and as a result no further amendments to this
schedule 13D will be filed.
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
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: 11/17/17
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.