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): April ~~March 13~~1, 2015 (March 926, 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 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On March 926, 2015, ~~Robert T. Cassato resigned from his role as an independent director of~~ American Realty Capital- – Retail Centers of America II, Inc. (the “Company”), ~~effective~~entered ~~as of~~into ~~that~~an ~~same~~indemnification ~~date,~~agreement to(the ~~pursue~~“Indemnification Agreement”) ~~other~~with ~~business~~Herbert ~~endeavors.~~Vederman, ~~Mr.~~in ~~Cassato~~connection ~~did not resign pursuant to any disagreement~~ with the ~~Company. Mr.~~appointment ~~Cassato served as an independent director and a member~~ of ~~the Company’s audit committee since August 2014. Simultaneously with~~ Mr. ~~Cassato’s resignation, the Company’s board of directors appointed Herbert~~ Vederman as ana ~~independent~~ director ~~and~~ ~~a member~~ of the ~~audit~~Company ~~committee.~~on ~~There are no related party transactions involving Mr. Vederman that are reportable under Item~~March ~~404(a)~~9, ~~of Regulation S-K~~2015.

~~Mr.~~The ~~Vederman,~~Indemnification ~~like~~Agreement is substantially similar in form to the indemnification agreement entered into by the Company’s with its other ~~independent~~ directors, and officers and provides that the Company will ~~participate~~indemnify inMr. Vederman to the ~~Company’s~~fullest ~~compensation~~extent ~~program~~permitted ~~for~~by ~~independent directors~~ Maryland law and the Company’s ~~employee~~ charter and subject ~~director incentive~~to ~~restricted~~the ~~share~~limitations ~~plan.~~set ~~The~~forth ~~Company~~in ~~pays~~the toIndemnification ~~each~~Agreement, offrom ~~its~~and ~~independent directors a~~against ~~retainer~~all ~~of $30~~judgments,~~000~~ ~~plus~~penalties, ~~certain~~fines ~~per~~and ~~meeting~~amounts paid ~~compensation~~in settlement and ~~reimbursements~~expenses reasonably incurred by Mr. ~~Under~~ ~~the~~Vederman ~~Company’s~~that ~~employee~~may ~~and~~result ~~director~~or ~~incentive restricted~~arise ~~share~~in ~~plan,~~connection with Mr. Vederman ~~will~~serving in behis ~~entitled~~capacity toas ~~receive~~a anpresent ~~award~~or offormer 1director,~~333~~ ~~restricted~~officer, ~~shares~~employee or agent of ~~common~~the ~~stock~~Company onor ~~the~~as ~~date~~a director, trustee, officer, ofpartner, ~~his~~manager, ~~appointment~~managing ~~and~~member, atfiduciary, ~~each~~employee ~~annual~~or ~~stockholder’s~~agent ~~meeting~~of ~~thereafter.~~any ~~Restricted~~other ~~stock~~foreign ~~issued~~or todomestic ~~independent~~corporation, ~~directors~~partnership, limited ~~under~~liability ~~the~~company, ~~Company’s~~joint venture, trust, employee ~~and~~benefit ~~director incentive~~plan ~~restricted~~or ~~share~~other ~~plan~~enterprise ~~vests~~that ~~over~~Mr. aVederman ~~five-year~~is ~~period~~or ~~following~~was ~~the first~~serving ~~anniversary~~in ofsuch capacity at the ~~date~~request of ~~grant~~the inCompany. ~~increments~~The ofIndemnification ~~20%~~Agreement ~~per~~further ~~annum.~~provides ~~Mr.~~that, ~~Vederman~~subject ~~will~~to ~~also~~the ~~enter~~limitations ~~into~~set anforth in ~~indemnification~~the ~~agreement with~~Indemnification Agreement, the Company will, without requiring a ~~copy~~preliminary determination of ~~which~~Mr. ~~will~~Vederman’s beultimate entitlement ~~filed~~of asindemnification anunder ~~exhibit~~the Indemnification Agreement, advance all reasonable expenses to ~~the~~Mr. ~~Company’s next~~Vederman ~~Annual Report~~incurred by or on ~~Form~~behalf ~~10-K~~of Mr. Vederman in connection with any proceeding Mr. Vederman is or is threatened to be made a party to.

~~SIGNATURES~~The Indemnification Agreement provides that Mr. Vederman is entitled to indemnification unless it is established by clear and convincing evidence that (a) the act or omission of Mr. Vederman was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) Mr. Vederman actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, Mr. Vederman had reasonable cause to believe that his conduct was unlawful. The Indemnification Agreement further limits Mr. Vederman’s entitlement to indemnification in cases where (a) Mr. Vederman’s gross negligence or willful misconduct caused loss or liability to the Company, (b) loss or liability arose from an alleged violation of federal or state securities laws unless certain conditions were met, (c) the proceeding was one by or in the right of the Company and Mr. Vederman was adjudged to be liable to the Company, (d) Mr. Vederman was adjudged to be liable on the basis that personal benefit was improperly received in any proceeding charging improper personal benefit to Mr. Vederman or (e) the proceeding was brought by Mr. Vederman, except in certain circumstances.

~~Pursuant~~The Indemnification Agreement also provides that, except for a proceeding brought by Mr. Vederman, the Company has the right to defend Mr. Vederman in any proceeding which may give rise to indemnification under the ~~requirements~~Indemnification Agreement. The Indemnification Agreement grants Mr. Vederman the right to separate counsel in certain proceedings involving separate defenses, counterclaims or other conflicts of interest and in proceedings in which the ~~Securities~~Company ~~Exchange~~fails ~~Act~~to assume the defense of ~~1934,~~Mr. Vederman in a timely manner. The Indemnification Agreement further provides that the ~~Registrant~~Company ~~has~~will ~~duly~~use ~~caused~~its ~~this~~reasonable ~~report~~best efforts to beacquire ~~signed~~directors onand ~~its~~officers ~~behalf~~liability insurance covering Mr. Vederman or any claim made against Mr. Vederman by ~~the~~reason ~~undersigned hereunto~~of ~~duly~~his ~~authorized~~service to the Company.

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

The foregoing description of the Indemnification Agreement is qualified in its entirety by reference to the Indemnification Agreement, which was filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission on March 31, 2015, and is incorporated herein by reference.

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.


April 1, 2015	By:	/s/ William M. Kahane
		William M. Kahane
		Chief Executive Officer and
		Chairman of the Board of Directors

Filing Compare · American Realty Capital - Retail Centers of America II, Inc.