UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

~~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

~~PURSUANT TO~~Date ~~SECTION~~of 13Report ~~OR 15~~(DDate of earliest event reported): May 22, 2015

OF THE SECURITIES EXCHANGE ACT OF 1934



AMERICAN REALTY CAPITAL PROPERTIES, INC.
ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
(Exact name of Registrant as specified in its charter)

Maryland	001-35263	45-2482685
Delaware	333-197780	45-1255683
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2325 E. Camelback Road, Suite 1100
Phoenix, AZ 85016
(Address of principal executive offices, including zip code)


(800) 606-3610
(Registrant's telephone number, including area code)


(Former name or former address, if changed since last report)

~~Date of Report (Date of earliest event reported): March 2, 2015~~ ________________________

ARC PROPERTIES OPERATING PARTNERSHIP, L.P.

(Exact name of Registrant as specified in its charter)

Delaware		333-197780		45-1255683
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

2325 E. Camelback Road, Suite 1100

Phoenix, AZ 85016

(Address of principal executive offices, including zip code)

(800) 606-3610

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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 8.01. Other Events.

~~ARC~~Press ~~Properties~~Release ~~Operating~~Relating ~~Partnership, L.P. (the “Company”) is filing this Current Report on Form 8-K~~ to amend and restate its previously-issued audited consolidated financial statements and related information for the fiscal years ended December 31, 2013 and 2012 and its previously-issued unaudited consolidated financial statements and related information for the fiscal periods ended June ~~30,~~ ~~2014~~2015 ~~and~~Series ~~2013.~~F ~~The~~Preferred ~~amendments~~Stock and restatements follow the Company’s filing of a Current Report on Form 8-K on October 30, 2014 in which the Company reported that the Audit Committee of the Board of Directors of American Realty Capital Properties, Inc. (“ARCP”), the sole general partner of the Company, 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 Company’s Final Prospectus filed pursuant to Rule 424(b)(3), dated September 12, 2014, contained in the Company’s Registration Statement on Form S-4 (File no. 333-197780) (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 Company’s other financial communications for such periods (collectively, the “Prior Financial Information”) should no longer be relied upon. Dividend

~~Concurrently~~On ~~with~~May 22, 2015, American Realty Capital Properties, Inc. (the ~~filing of~~“Company”) ~~this~~issued ~~Current~~a ~~Report~~press onrelease ~~Form~~announcing ~~8-K~~that, ~~ARCP~~pursuant isto ~~filing~~authorization ~~amendments~~from its board of directors, it will pay a monthly dividend to holders of its ~~Annual~~6.70% ~~Report~~Series onF ~~Form 10-K~~Cumulative ~~for~~Redeemable ~~the~~Preferred ~~fiscal~~Stock, ~~year~~par ~~ended~~value ~~December 31,~~$0.01 ~~2013~~per ~~and~~share ~~its~~(“Series ~~Quarterly~~F ~~Reports~~Preferred onStock”), ~~Form~~in ~~10-Q~~respect ~~for~~of the ~~fiscal~~period ~~periods~~commencing ~~ended~~May 15, ~~March~~2015 through June 3114, ~~2014~~2015, ~~and~~ on June 3015, ~~2014~~2015. Holders of Series F Preferred Stock on June 1, ~~and~~2015 ~~the~~will ~~Company~~be ~~and~~eligible ~~ARCP~~to ~~are~~receive ~~together~~such ~~filing~~dividend. aThe ~~Quarterly~~dividend ~~Report~~for the Series F Preferred Stock accrues daily on ~~Form~~a 10360-Qday asannual ~~co-registrants~~basis ~~for~~equal ~~the~~to ~~fiscal~~an ~~period~~annualized ~~ended~~dividend ~~September 30,~~rate ~~2014~~of ~~(The~~$1.675 ~~“Third~~per ~~Quarter~~share, 10or $0.1395833 per 30-~~Q”)~~day month.

~~The~~A ~~restated~~copy ~~Prior~~of ~~Financial Information for~~ the ~~periods~~press ~~ended December 31~~release, ~~2013~~dated ~~and 2012 and June~~May 3022, ~~2014 and 2013~~2015, ~~included~~announcing ~~in Exhibit 99.1 hereto, restate~~ the ~~financial~~Company’s ~~statements~~June ~~previously~~2015 ~~presented~~Series inF ~~the~~Preferred ~~Prospectus~~Stock ~~for~~dividend ~~those~~is ~~periods~~attached ~~and~~hereto ~~certain~~as ~~notes related thereto. Notes to the financial statements contained in~~ Exhibit 99.1 ~~which~~and ~~have~~is ~~been~~incorporated ~~restated~~herein ~~are~~by ~~designated as such~~reference. ~~All other notes to the financial statements presented therein are presented as originally presented in the Prospectus.~~

~~Additionally,~~Item 9.01 ~~an amended and restated Management’s Discussion and Analysis of~~ Financial ~~Condition~~Statements and ~~Liquidity and Capital Resources (the “MD&A”) for the periods restated in Exhibit 99~~Exhibits.~~1 is included in Exhibit 99.1.~~

~~The~~(d) 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. Exhibits

Item 9.01 Financial Statements and Exhibits.



	Exhibit No.		Description
	99.1		Press Release dated May 22, 2015

~~(d) Exhibits~~ 2

ExhibitNo.		Description
99.1		Amended and Restated Prior Financial Information and MD&A

SIGNATURES

2Pursuant 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.

~~SIGNATURES~~AMERICAN REALTY CAPITAL PROPERTIES, INC. By: /s/ Michael J. Sodo Name: Michael J. Sodo Title: Executive Vice President, Chief Financial Officer and Treasurer

~~Pursuant~~ARC toPROPERTIES ~~the~~OPERATING ~~requirements~~PARTNERSHIP, ofL.P.By: ~~the~~American ~~Securities~~Realty ~~Exchange~~Capital ~~Act~~Properties, ~~of 1934~~Inc., asits ~~amended,~~sole ~~each~~general ~~registrant~~partner ~~has~~By: ~~duly~~/s/ ~~caused~~Michael ~~this~~J. ~~report~~Sodo toName: beMichael ~~signed~~J. ~~on its~~Sodo ~~behalf~~Title: byExecutive ~~the~~Vice ~~undersigned~~President, ~~hereunto~~Chief ~~duly~~Financial ~~authorized.~~Officer and Treasurer

~~ARC PROPERTIES OPERATING PARTNERSHIP, L.P. By~~Date: ~~American Realty Capital Properties~~May 22, ~~Inc.,~~2015 ~~its sole general partner By: /s/ Michael Sodo Name: Michael Sodo Title: Executive Vice President, Chief Financial Officer and Treasurer~~

~~Date: March 2, 2015~~ 3

3Exhibit Index

Exhibit Index



	Exhibit No.		Description
	99.1		Press Release dated May 22, 2015

ExhibitNo.		Description
99.1		Amended and Restated Prior Financial Information and MD&A

Filing Compare · VEREIT Operating Partnership, L.P.