UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(dD) ~~of the Securities Exchange Act of 1934~~

~~Date~~OF ofTHE ~~report (Date~~SECURITIES ofEXCHANGE ~~earliest~~ACT ~~event~~OF ~~reported):~~1934 ~~October 30, 2014~~

~~ARC~~Date ~~Properties Operating~~of ~~Partnership~~Report (Date of earliest event reported): March 2, ~~L.P.~~2015

~~(Exact~~ARC ~~name of~~PROPERTIES ~~registrant~~OPERATING asPARTNERSHIP, ~~specified~~L.P. ~~in its charter)~~

~~Delaware~~ (~~State~~Exact orname ~~other jurisdiction~~ of ~~incorporation)~~Registrant ~~333-197780~~as ~~(Commission~~specified ~~File~~in ~~Number)~~its ~~45-1255683 (IRS Employer Identification No.~~charter)

405 Park Avenue, 15th Floor

Delaware

333-197780

45-1255683

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

~~New~~2325 ~~York~~E. Camelback Road, ~~New~~ ~~York~~Suite ~~10022~~1100

~~(Address of principal executive offices~~Phoenix, ~~including~~AZ ~~Zip~~85016 ~~Code)~~

(~~212~~Address of principal executive offices, including zip code) ~~415-6500~~

(~~Registrant's telephone~~800) ~~number,~~606-3610 ~~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~~ (~~see~~Registrant’s ~~General~~telephone ~~Instructions~~number, ~~A.2.~~including ~~below~~area code):

~~o Written communications pursuant to Rule 425 under the Securities Act~~ (17Former ~~CFR~~name ~~230.425)~~or oformer ~~Soliciting~~address, ~~material~~if ~~pursuant~~changed tosince ~~Rule~~last ~~14a-12 under the Exchange Act (17 CFR 240.14a-12~~report) 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~~Check ~~4.02~~the ~~Non~~appropriate box below if the Form 8-~~Reliance~~K onfiling ~~Previously~~is ~~Issued~~intended ~~Financial~~to ~~Statements~~simultaneously orsatisfy athe ~~Related~~filing ~~Audit~~obligation ~~Report~~of orthe ~~Completed~~registrant ~~Interim~~under ~~Review.~~any of the following provisions:

~~(a) On October~~¨ ~~29,~~Written ~~2014,~~communications ~~American~~pursuant ~~Realty~~to ~~Capital~~Rule ~~Properties,~~425 ~~Inc.~~under ~~(“ARCP”),~~ the ~~parent~~Securities ~~and~~Act ~~sole general partner of ARC Properties Operating Partnership, L.P.~~ (~~the~~17 ~~“Partnership”),~~CFR filed a Current Report on Form 8-K (the “ARCP 8-K”) reporting the conclusion of the Audit Committee of ARCP’s Board of Directors (the “ARCP Audit Committee”) that the previously issued audited consolidated financial statements and other financial information contained in ARCP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, the previously issued unaudited consolidated financial statements and other financial information contained in ARCP’s Quarterly Reports on Form 10-Q for the fiscal periods ended March 31, 2014 and June 30, 2014, and ARCP’s earnings releases and other financial communications for these periods (the “ARCP Prior Financial Information”) should no longer be relied upon230. ~~The information contained in the ARCP 8-K, including the basis for the ARCP Audit Committee’s conclusion, is incorporated herein by reference and made a part hereof.~~425)

~~On October~~¨ ~~30,~~Soliciting ~~2014,~~material in light of its conclusion described above, the ARCP Audit Committee concluded that the previously issued annual audited consolidated financial statements and other financial information for the fiscal year ended December 31, 2013 contained in the Partnership’s Final Prospectus filed pursuant to Rule ~~424(b)(3), dated September~~ 14a-12, ~~2014,~~under ~~contained in~~ the ~~Partnership’s Registration~~Exchange ~~Statement~~Act ~~on Form S-4~~ (~~File~~17 ~~no.~~CFR ~~333~~240.14a-~~197780~~12) (the “Prospectus”), the previously-issued unaudited consolidated financial statements and other financial information as of June 30, 2014 and for the periods then ended contained in the Prospectus, and the Partnership’s other financial communications for these periods (the “Partnership Prior Financial Information”) should no longer be relied upon.

~~The Partnership~~¨ ~~and~~Pre-commencement ~~ARCP~~communications ~~will~~pursuant ~~work with the ARCP Audit Committee and the ARCP Audit Committee’s independent advisors~~ to ~~determine the~~Rule ~~adjustments~~14d-2(b) ~~required~~under ~~to be made to~~ the ~~ARCP~~Exchange ~~Prior~~Act ~~Financial~~(17 ~~Information~~CFR ~~and the Partnership Prior Financial Information, respectively, as expeditiously as possible~~240. ~~Upon completion of this process, the Partnership will restate the Partnership Prior Financial Information to the extent required.~~14d-2(b))

~~The Audit~~¨ ~~Committee~~Pre-commencement ofcommunications ~~ARCP~~pursuant ~~has~~to ~~discussed~~Rule ~~the matters disclosed in this Item~~ 13e-4~~.02~~(ac) ~~with~~under the ~~Partnership’s~~Exchange ~~independent~~Act ~~registered public~~(17 ~~accounting~~CFR ~~firm~~240.13e-4(c))

~~Cautionary Statements~~Item 8.01. Other Events.

~~The~~ARC ~~forward-looking information~~Properties ~~set~~Operating ~~forth~~Partnership, inL.P. ~~this~~(the ~~report~~“Company”) is ~~subject~~filing tothis ~~various~~Current ~~assumptions,~~Report ~~risks,~~on ~~uncertainties~~Form ~~and~~8-K ~~other~~to ~~factors~~amend ~~that~~and ~~could~~restate ~~cause~~its previously-issued ~~actual~~audited ~~results~~consolidated tofinancial ~~differ~~statements ~~materially~~and ~~from~~related ~~those~~information ~~expressed~~for orthe ~~implied~~fiscal inyears ~~the~~ended ~~forward-looking information~~December 31, ~~including~~2013 ~~the~~and ~~timing~~2012 and ~~definitive~~ ~~findings~~its ofpreviously-issued ~~the~~unaudited ~~ARCP~~consolidated ~~Audit~~financial ~~Committee’s~~statements ~~investigation~~and ~~discussed~~related ininformation for the ~~ARCP~~fiscal ~~8-K~~periods ended June 30, ~~including~~2014 ~~the~~and ~~impact~~2013. onThe amendments and restatements follow the ~~Partnership~~Company’s ~~previously~~ ~~reported~~filing ~~net~~of ~~loss;~~a ~~negative~~Current ~~reactions~~Report ~~from~~on ~~the~~Form ~~Partnership’s~~8-K ~~creditors~~on October 30, or2014 ~~business~~in ~~partners~~which to the ~~findings~~Company ~~of the~~reported ~~ARCP~~that the Audit Committee’s ~~investigation~~of or the ~~restatement~~Board of ~~the~~Directors ~~Partnership’s~~of ~~financial~~American Realty ~~statements;~~Capital Properties, Inc. (“ARCP”), the ~~results of~~sole angeneral ~~evaluation~~partner of the ~~Partnership’s~~Company, ~~internal~~concluded ~~controls~~that ~~over~~the ~~financial~~previously-issued ~~reporting~~annual ~~and~~audited ~~disclosure~~consolidated ~~controls~~financial ~~and~~statements ~~procedures~~ and ~~the~~ ~~timing~~other ~~and~~financial ~~expense~~information offor ~~any~~the ~~necessary~~fiscal ~~remediation~~year ofended December 31, ~~control~~2013 ~~deficiencies;~~contained ~~and~~in the ~~impact~~Company’s ~~and~~Final ~~result~~Prospectus offiled ~~any~~pursuant ~~litigation~~to orRule ~~regulatory inquiries~~424(b)(3), ordated ~~investigations~~September 12, ~~related~~2014, tocontained ~~the~~in ~~findings of~~ the ~~ARCP Audit Committee~~Company’s ~~investigation~~Registration orStatement ~~the~~on ~~Partnership’s restatement~~Form S-4 of(File ~~its financial statements~~no. ~~All~~333-197780) of(the “Prospectus”), the ~~forward~~previously-~~looking~~issued ~~statements~~unaudited ~~made~~consolidated infinancial ~~this~~statements ~~report~~and ~~are~~other ~~qualified~~financial byinformation ~~the~~as ~~above~~of ~~cautionary statements~~June 30, 2014 and ~~those~~for ~~made in~~ the ~~“Risk~~periods ~~Factors”~~then ~~section~~ended ofcontained in the Prospectus and the ~~Partnership~~Company’s other ~~filings~~financial ~~with~~communications ~~the~~for ~~U.S.~~such ~~Securities~~periods ~~and~~(collectively, ~~Exchange~~the ~~Commission.~~“Prior ~~The~~Financial ~~Partnership~~Information”) ~~disclaims~~should ~~any~~no ~~intention~~longer orbe ~~obligation~~relied ~~to update or revise any forward-looking statements to reflect subsequent events and circumstances, except to the extent required by applicable law~~upon.

~~SIGNATURE~~Concurrently with the filing of this Current Report on Form 8-K, ARCP is filing amendments to its Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and its Quarterly Reports on Form 10-Q for the fiscal periods ended March 31, 2014 and June 30, 2014, and the Company and ARCP are together filing a Quarterly Report on Form 10-Q as co-registrants for the fiscal period ended September 30, 2014 (The “Third Quarter 10-Q”).

~~Pursuant to~~The ~~the~~restated ~~requirements~~Prior ofFinancial Information for the ~~Securities~~periods ~~Exchange~~ended ~~Act~~December 31, of2013 ~~1934~~and 2012 and June 30, 2014 and 2013, included in Exhibit 99.1 hereto, restate the ~~registrant~~financial ~~has~~statements ~~duly~~previously ~~caused~~presented ~~this~~in ~~report~~the Prospectus for those periods and certain notes related thereto. Notes to bethe ~~signed~~financial onstatements ~~its~~contained ~~behalf~~in Exhibit 99.1 which have been restated are designated as such. All byother notes to the ~~undersigned~~financial ~~hereunto~~statements ~~duly~~presented ~~authorized~~therein are presented as originally presented in the Prospectus.

Dated: October 30, 2014
	ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
	By: American Realty Capital Properties, Inc., its sole general partner
	By:	/s/ David S. Kay
	Name:	David S. Kay
	Title:	Chief Executive Officer

Additionally, an amended and restated Management’s Discussion and Analysis of Financial Condition and Liquidity and Capital Resources (the “MD&A”) for the periods restated in Exhibit 99.1 is included in Exhibit 99.1.

The amended and restated Prior Financial Information and the amended and restated MD&A contained in Exhibit 99.1 supersede and replace the Prior Financial Information and MD&A contained in the Prospectus. The information contained in Exhibit 99.1 is incorporated by reference herein in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

99.1		Amended and Restated Prior Financial Information and MD&A

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


ARC PROPERTIES OPERATING PARTNERSHIP, L.P.

By:		American Realty Capital Properties, Inc., its sole general partner

By:		/s/ Michael Sodo
Name:		Michael Sodo
Title:		Executive Vice President, Chief Financial Officer and Treasurer

Date: March 2, 2015

Exhibit Index


Exhibit No.		Description

99.1		Amended and Restated Prior Financial Information and MD&A

Filing Compare · VEREIT Operating Partnership, L.P.