Sec Form 4 Filing - Weil Edward M Jr. @ New York City REIT, Inc. - 2020-09-30

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) 09/30/2020 (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

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 LTIP Units $ 0 09/30/2020 A( 1 )( 2 )( 3 )( 4 ) 140,850.72 ( 5 ) ( 3 )( 4 ) ( 3 )( 4 ) Class A Common Stock 140,850.72 ( 5 ) ( 1 ) ( 2 ) ( 3 ) ( 4 ) 140,850.72 I See footnote ( 5 )

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. 10/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 30, 2020, the unit of limited partnership of New York City Operating Partnership, L.P. (the "OP"), the operating partnership of New York City REIT, Inc. (the "Registrant"), designated as the "Master LTIP Unit" (the "Master LTIP Unit") owned by New York City Advisors, LLC (the "Advisor"), the Registrant's external advisor, automatically converted into 4,012,841 units of limited partnership of the OP designated as "LTIP Units" ("LTIP Units") in accordance with the terms of the agreement of limited partnership of the OP (the "Partnership Agreement"). ( 2 )The number LTIP Units issued represents the quotient, rounded down to the nearest whole number, of (a) 50,000,000, divided by (b) $12.46, representing the average closing price of one share of Class A common stock over the ten consecutive trading days immediately prior to September 30, 2020. The Master LTIP Unit was originally issued to the Advisor on August 18, 2020, pursuant to a multi-year outperformance agreement among the Registrant, the OP and the Advisor. ( 3 )LTIP Units may be earned by the Advisor based on the Registrant's achievement of threshold, target and maximum performance goals based on the Registrant's absolute and relative total stockholder return over a three-year performance period commencing on August 18, 2020. LTIP Units earned as of the last day of the performance period will also become vested as of that date. Effective as of that same date, any LTIP Units that are not earned and vested will automatically and without notice be forfeited without the payment of any consideration by the Registrant or the OP. ( 4 )At the time the Advisor's capital account with respect to an LTIP Unit that is earned and vested is economically equivalent to the average capital account balance of a unit of limited partnership of the OP designated as a "Class A Unit" ("Class A Unit"), the Advisor, as the holder of the LTIP Unit, in its sole discretion, will, in accordance with the Partnership Agreement, be entitled to convert the LTIP Unit into a Class A Unit. In accordance with, and subject to the terms of, the Partnership Agreement, Class A Units may be redeemed on a one-for-one basis for, at the Registrant's election, shares of Class A common stock or the cash equivalent thereof. ( 5 )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 acquired and 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).

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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