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): September 20, 2016

American Realty Capital – Retail Centers of America, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland

000-55198

27-3279039

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

405 Park Avenue, 14^th 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))

Item 8.01. Other Events.

Attached, as Exhibit 99.1 hereto, is a copy of the notice addressed to all current record and beneficial holders of common stock of American Realty Capital – Retail Centers of America, Inc. (the “Company”) of a proposed settlement of the derivative action brought by Stuart Simpson, derivatively on behalf of the Company against the directors of the Company and the Company, as a nominal defendant. A copy of the notice is also available on the Company’s website at www.retailcentersofamerica.com.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
99.1		Notice of Proposed Settlement, Settlement Hearing, and Right to Appear

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, Inc.

Date: September 20, 2016	By:	/s/ Edward M. Weil, Jr.
		Edward M. Weil, Jr. Chief Executive Officer, President and Chairman of the Board of Directors

AMERICAN REALTY CAPITAL - RETAIL CENTERS OF AMERICA, INC. 8-K