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): February 26, 2021
New York City REIT, Inc.
(Exact Name of Registrant as Specified in Charter)
|
Maryland |
001-39448 |
46-4380248 |
|
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
|
650 Fifth Avenue, 30th Floor New York, New York 10019 |
||
| (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)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class: |
Trading Symbol(s) |
Name of each exchange on which registered |
| Class A common stock, $0.01 par value per share | NYC | New York Stock Exchange |
| Class A Preferred Stock Purchase Rights | True | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Common Stock [Member]
Item 8.01. Other Events.
Class B Common Stock Conversion Date Set
On February 26, 2021, New York City REIT, Inc. (the “Company”) filed a Certificate of Notice (the “Certificate”) with the State Department of Assessments and Taxation of Maryland providing notice of the determination by the Board of Directors of the Company (the “Board”) to change the second automatic conversion date for Class B Common Stock, par value $0.01 per share (“Class B Shares”), of the Company, from April 15, 2021 to March 1, 2021. Accordingly, on March 1, 2021, half of the then outstanding Class B Shares held by each holder thereof will automatically convert into shares of Class A Common Stock, par value $0.01 per share (“Class A Shares”), of the Company, and be listed on the New York Stock Exchange (“NYSE”). This determination by the Board became effective upon the acceptance for record of the Certificate. Following the completion of the conversion of the Class B Shares before the opening of trading on March 1, 2021, there will be approximately 9.6 million Class A Shares and approximately 3.2 million Class B Shares outstanding. All remaining Class B Shares will automatically convert into Class A Shares (and be listed on the NYSE) no later than August 13, 2021.
The foregoing summary of the material terms of the Certificate does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Certificate which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No | Description | |
| 99.1 | Certificate of Notice of New York City REIT, Inc. filed with the State Department of Assessments and Taxation of Maryland on February 26, 2021 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| NEW YORK CITY REIT, INC. | ||
| By: | /s/ Edward M. Weil, Jr. | |
| Edward M. Weil, Jr. | ||
|
Chief Executive Officer and President (Principal Executive Officer) |
||
Dated: February 26, 2021
Exhibit 99.1
new york city reit, Inc.
CERTIFICATE OF NOTICE
THIS IS TO CERTIFY THAT:
FIRST: The Board of Directors of New York City REIT, Inc., a Maryland corporation (the “Company”), pursuant to the charter of the Company, including the terms of the Class B Common Stock, $0.01 par value per share (the “Class B Shares”), of the Company, has determined that one half (1/2) of the issued and outstanding Class B Shares shall automatically, and without any action on the part of the holder thereof, convert into an equal number of shares of Class A Common Stock, $0.01 par value per share, of the Company at 12:01 a.m., Eastern time, on March 1, 2021.
SECOND: The undersigned officer acknowledges this Certificate of Notice to be the corporate act of the Company and as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that to the best of such officer’s knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
IN WITNESS WHEREOF, the Company has caused this Certificate of Notice to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Chief Financial Officer on this 26th day of February, 2021.
| ATTEST: | NEW YORK CITY REIT, INC. | |
| /s/ Christopher J. Masterson _______ | By: /s/ Edward M. Weil, Jr.______ | (SEAL) |
| Name: Christopher J. Masterson | Name: Edward M. Weil, Jr. | |
| Title: Chief Financial Officer | Title: Chief Executive Officer |