UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): ~~February~~March 213, 2015 (March 9, 2015)

American Realty Capital – Retail Centers of America II, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

333-196594		38-3930764
(Commission File Number)		(IRS Employer Identification No.)

405 Park Avenue New York, New York 10022 (Address, including zip code, of Principal Executive Offices) (212) 415-6500 (Registrant’'s Telephone Number, Including Area Code)

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:

¨o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 45.0102. ~~Changes~~Departure inof ~~Registrant’s~~Directors ~~Certifying~~or ~~Accountant~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~February~~March 29, 2015, ~~American~~Robert ~~Realty~~T. Cassato resigned from his role as ~~Capital~~an –independent director of American Realty Capital-Retail Centers of America II, Inc. (the “Company”), ~~engaged~~effective ~~KPMG~~as of ~~LLP~~that ~~(“KPMG”)~~same asdate, ~~its~~to ~~new~~pursue other business endeavors. Mr. Cassato did not resign pursuant to any disagreement with the Company. Mr. Cassato served as an independent ~~registered~~director ~~public~~and ~~accounting~~a ~~firm~~member ~~for~~of the ~~fiscal~~Company’s ~~year~~audit ~~ended~~committee ~~December~~since ~~31,~~August 2014. ~~The~~Simultaneously with Mr. Cassato’s resignation, the Company’s ~~audit~~board ~~committee participated~~of indirectors appointed Herbert Vederman as an independent director and ~~approved~~a member of the ~~decision~~audit tocommittee. ~~appoint~~There ~~KPMG~~are no related party transactions involving Mr. Vederman that are reportable under Item 404(a) of Regulation S-K.

~~Since~~Mr. Vederman, like the Company’s ~~establishment~~other independent directors, inwill ~~April~~participate ~~2014~~in ~~and through~~ the ~~end~~Company’s ofcompensation ~~the~~program ~~fiscal~~for ~~year~~independent directors and ~~ended~~the Company’s ~~December~~employee and ~~31,~~director incentive ~~2014~~restricted ~~and~~share ~~the~~plan. ~~subsequent~~The ~~interim~~Company ~~period~~pays ~~from~~to ~~January~~each ~~1, 2015~~of ~~through~~its ~~February~~independent directors a 2,retainer ~~2015~~of $30,000 ~~neither~~plus ~~the~~certain ~~Company~~per ~~nor~~meeting ~~anyone~~compensation ~~acting~~and onreimbursements. Under ~~behalf of~~ the Company,’s ~~consulted~~employee ~~KPMG~~and ~~regarding~~director ~~(i) the~~incentive ~~application~~restricted ofshare ~~accounting~~plan, ~~principles~~Mr. toVederman awill ~~specified~~be ~~transaction,~~entitled ~~either~~to ~~completed~~receive oran ~~proposed,~~award ~~or the type~~ of ~~audit~~1,333 ~~opinion~~restricted ~~that might~~shares beof ~~rendered~~common stock on the ~~Company’s~~date of ~~financial~~his ~~statements,~~appointment and ~~neither~~at aeach ~~written~~annual ~~report~~stockholder’s ~~nor~~meeting ~~oral~~thereafter. ~~advice~~Restricted ~~was~~stock ~~provided~~issued to ~~the~~independent directors ~~Company that~~under ~~KPMG~~the ~~concluded~~Company’s ~~was~~employee anand ~~important~~director incentive ~~factor~~restricted ~~considered~~share byplan ~~the~~vests ~~Company in~~over ~~reaching~~ a ~~decision~~five-year asperiod tofollowing the ~~accounting,~~ ~~auditing~~first oranniversary ~~financial~~of ~~reporting~~the ~~issue;~~date orof ~~(ii)~~grant ~~any~~in ~~matter~~increments ~~that was either the subject~~ of a20% ~~disagreement~~per ~~(as~~annum. ~~defined~~Mr. inVederman ~~paragraph (a)(1)(iv)~~will ofalso ~~Item~~enter ~~304~~into ofan ~~Regulation~~indemnification ~~S-K~~agreement with ~~and~~ the ~~related~~Company, ~~instructions~~a ~~thereto)~~copy orof awhich ~~reportable~~will ~~event~~be (filed as ~~described~~an inexhibit ~~paragraph (a)(1)(v)~~to ofthe ~~Item~~Company’s next ~~304~~Annual Report ofon ~~Regulation~~Form S10-K).

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 – RETAIL CENTERS OF AMERICA II, INC.
Date: February 2, 2015	By:	/s/ William M. Kahane
March 13, 2015	By:	/s/ William M. Kahane
		William M. Kahane
		Name:	William M. Kahane
		Chief Executive Officer and Chairman of the Board of Directors
		Title:	Chief Executive Officer, President and Chairman of the Board of Directors

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