This is the Primary Document downloaded from EDGAR on 12/13/2014 8:50:13 AM EST for EFDID 76646 and Accession Number 0001580263-13-000002.

SEC FORM D/A

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Expires: August 31, 2015
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001580263
   Corporation
X Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
American Realty Capital Operating Partnership IV, L.P.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2012
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
American Realty Capital Operating Partnership IV, L.P.
Street Address 1 Street Address 2
405 PARK AVENUE
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
NEW YORK NEW YORK 10022 212-415-6500

3. Related Persons

Last Name First Name Middle Name
, Inc. American Realty Capital Trust IV
Street Address 1 Street Address 2
405 Park Avenue
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10022
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

General Partner of the Filer
Last Name First Name Middle Name
Schorsch Nicholas S.
Street Address 1 Street Address 2
405 Park Avenue
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10022
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Chairman of the Board of Directors and Chief Executive Officer of American Realty Capital Trust IV, Inc., the General Partner of the Filer
Last Name First Name Middle Name
Weil, Jr. Edward M.
Street Address 1 Street Address 2
405 Park Avenue
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10022
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

President, Chief Operating Officer, Treasurer, Secretary and Director of American Realty Capital Trust IV, Inc., the General Partner of the Filer
Last Name First Name Middle Name
Budko Peter M.
Street Address 1 Street Address 2
405 Park Avenue
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10022
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Chief Investment Officer and Executive Vice President of American Realty Capital Trust IV, Inc., the General Partner of the Filer
Last Name First Name Middle Name
Block Brian S.
Street Address 1 Street Address 2
405 Park Avenue
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10022
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Chief Financial Officer and Executive Vice President of American Realty Capital Trust IV, Inc., the General Partner of the Filer
Last Name First Name Middle Name
Stanley William G.
Street Address 1 Street Address 2
405 Park Avenue
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10022
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Lead Independent Director of American Realty Capital Trust IV, Inc., the General Partner of the Filer
Last Name First Name Middle Name
Wenzel Abby M.
Street Address 1 Street Address 2
405 Park Avenue
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10022
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Independent Director of American Realty Capital Trust IV, Inc., the General Partner of the Filer
Last Name First Name Middle Name
Tuppeny Elizabeth K.
Street Address 1 Street Address 2
405 Park Avenue
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10022
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Independent Director of American Realty Capital Trust IV, Inc., the General Partner of the Filer

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
   Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes    No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
X REITS & Finance
   Residential
   Other Real Estate
  
Retailing
  
Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
X Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))    Rule 505
   Rule 504 (b)(1)(i) X Rule 506
   Rule 504 (b)(1)(ii)    Securities Act Section 4(5)
   Rule 504 (b)(1)(iii)    Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
   Section 3(c)(7)

7. Type of Filing

   New Notice Date of First Sale 2013-06-12    First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
   Yes X No

9. Type(s) of Securities Offered (select all that apply)

X Equity    Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security    Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
Realty Capital Securities, LLC 145454
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
405 Park Avenue
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10022
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
J.P. Turner & Company, L.L.C. 43177
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
One Buckhead Plaza 3060 Peachtree Rd NW, 11th Floor
City State/Province/Country ZIP/Postal Code
Atlanta GEORGIA 30305
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Independent Financial Group, LLC 7717
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
12671 High Bluff Drive Suite 200
City State/Province/Country ZIP/Postal Code
San Diego CALIFORNIA 92130
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
First Foundation Advisors 106075
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
18101 Von Karman Avenue Suite 700
City State/Province/Country ZIP/Postal Code
Irvine CALIFORNIA 92612-1051
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
COLORADO
CONNECTICUT
FLORIDA
HAWAII
NEVADA
NEW YORK
WISCONSIN
Recipient
Recipient CRD Number    None
Investacorp, Inc. 7684
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
4400 Biscayne Blvd. 11th Floor
City State/Province/Country ZIP/Postal Code
Miami FLORIDA 33137
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Triad Advisors, Inc. 25803
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
5185 Peachtree Parkway Suite 280
City State/Province/Country ZIP/Postal Code
Norcross GEORGIA 30092
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Cambridge Investment Research, Inc. 39543
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1776 Pleasant Plain Rd.
City State/Province/Country ZIP/Postal Code
Fairfield IOWA 52556
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Lighthouse Financial Advisors, Inc. 118060
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
164 West Main Street Suite F
City State/Province/Country ZIP/Postal Code
New Market MARYLAND 21774
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
MARYLAND
Recipient
Recipient CRD Number    None
BOSC, Inc. 17530
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
One Williams Center Plaza Southwest
City State/Province/Country ZIP/Postal Code
Tulsa OKLAHOMA 74172
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Core Financial Partners Inc. 155205
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
700 Main Street Unit 15
City State/Province/Country ZIP/Postal Code
Venice CALIFORNIA 90291
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
Transamerica Financial Advisors, Inc. 16164
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
570 Carillon Parkway
City State/Province/Country ZIP/Postal Code
St. Petersburg FLORIDA 33716
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Woodbury Financial Services, Inc. 421
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
7755 3rd Street North
City State/Province/Country ZIP/Postal Code
Oakdale MINNESOTA 55128
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
Mid Atlantic Capital Corporation 10674
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1251 Waterfront Place Suite 510
City State/Province/Country ZIP/Postal Code
Pittsburgh PENNSYLVANIA 15222-6368
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
MARYLAND

13. Offering and Sales Amounts

Total Offering Amount $29,008,009 USD
or    Indefinite
Total Amount Sold $29,008,009 USD
Total Remaining to be Sold $0 USD
or    Indefinite

Clarification of Response (if Necessary):

14. Investors

X
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
1
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
209

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $1,665,860 USD
   Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
   Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
American Realty Capital Operating Partnership IV, L.P. Nicholas S. Schorsch Nicholas S. Schorsch CEO, American Realty Capital Trust IV, Inc., GP of the Filer 2013-07-11

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.