Sec Form 4 Filing - Weil Edward M Jr. @ New York City REIT, Inc. - 2020-08-18

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Weil Edward M Jr. 2. Issuer Name and Ticker or Trading Symbol New York City REIT, Inc. [ NYC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO, President and Secretary (Last) (First) (Middle) 650 FIFTH AVENUE, 30TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/18/2020 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 08/18/2020 C( 1 )( 2 )( 3 ) 1,839.17 ( 1 ) ( 2 ) ( 3 ) A 1,839.17 I See footnote ( 6 ) Class A Common Stock 08/18/2020 C( 3 )( 4 ) 1.3 ( 3 ) ( 4 ) ( 5 ) A 1,840.47 I See footnote ( 6 ) Class A Common Stock 128.36 ( 7 ) I See footnote ( 8 ) Class A Common Stock 1,750 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class A Units $ 0 08/18/2020 A( 1 )( 2 )( 3 ) 1,839.17 ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Class A Common Stock 1,839.17 $ 0 1,840.17 I See footnote ( 6 ) Class A Units $ 0 08/18/2020 C( 1 )( 2 )( 3 ) 1,839.17 ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Class A Common Stock 1,839.17 $ 0 1.3 ( 5 ) I See footnote ( 6 ) Class A Units $ 0 08/18/2020 C( 3 )( 4 ) 1.3 ( 5 ) ( 3 )( 4 ) ( 3 )( 4 ) Class A Common Stock 1.3 ( 5 ) $ 0 0 I See footnote ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Weil Edward M Jr. 650 FIFTH AVENUE, 30TH FLOOR NEW YORK, NY10019 X CEO, President and Secretary Signatures /s/ Edward M. Weil, Jr. 08/20/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )New York City Advisors, LLC (the "Advisor"), the external advisor of New York City REIT, Inc. (the "Registrant"), was entitled to a "profits interest" in the form of units of limited partnership designated as "Class B Units" ("Class B Units") of New York City Operating Partnership, L.P. (the "OP") in connection with its asset management services. ( 2 )Effective at the commencement of trading of the Registrant's Class A common stock on the New York Stock Exchange (the "NYSE"), all Class B Units, 52,398 of which were owned by the Advisor, were converted into an equal number of units of limited partnership designated as "Class A Units" ("Class A Units") in accordance with the terms of the agreement of limited partnership of the OP. Following this conversion, the Registrant, as the General Partner of the OP, redeemed these Class A Units for an equal number of shares of the Registrant's newly issued Class A common stock consistent with the redemption provisions contained in the agreement of limited partnership of the OP. ( 3 )Pursuant to the redemption provisions contained in the agreement of limited partnership of the OP, Class A Units may be redeemed for, at the Registrant's election, either shares of Class A common stock or the cash equivalent thereof. ( 4 )Effective at the commencement of trading of the Registrant's Class A common stock on the NYSE, all Class A Units held by the Advisor were redeemed by the Registrant, as the General Partner of the OP, for an equal number of shares of the Registrant's newly issued Class A common stock consistent with the redemption provisions contained in the agreement of limited partnership of the OP. These Class A Units were previously reported under an earlier name for the same security, "OP Units," and as being held by New York City Special Limited Partnership, LLC (the "Special Limited Partner"), an affiliate of the Advisor. These securities have at all times since their issuance been held by the Advisor. ( 5 )The number of securities previously reported has been adjusted to reflect the Registrant's 9.72-to-1 reverse stock split of Class A common stock followed by a stock dividend of three shares of Class B common stock for every share of Class A common stock outstanding completed on August 5, 2020. ( 6 )The reporting person is the chief executive officer, and also holds a non-controlling equity interest in, the entities that own and control the Advisor, which owns the reported securities. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The number of securities reported as indirectly held by the reporting person in this Form 4 represents the extent of his pecuniary interest therein (i.e. his pro rata share of the equity of the parent of the Advisor). ( 7 )This amount includes 32.09 shares of Class A common stock and 96.27 shares of Class B common stock. Shares of Class B common stock will automatically convert into shares of Class A common stock to be listed on the NYSE in three equal tranches over the 360 days following August 18, 2020, the date Class A common stock was listed on the NYSE. ( 8 )The reporting person is the chief executive officer, and also holds a non-controlling equity interest in, the entities that own and control the Special Limited Partner, which owns the reported securities. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The number of securities reported as indirectly held by the reporting person in this Form 4 represents the extent of his pecuniary interest therein (i.e. his pro rata share of the equity of the parent of the Special Limited Partner).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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