Sec Form 4 Filing - SCHORSCH NICHOLAS S @ AR CAPITAL ACQUISITION - 2016-10-07

Insider filing report for Changes in Beneficial Ownership
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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
SCHORSCH NICHOLAS S
2. Issuer Name and Ticker or Trading Symbol
AR CAPITAL ACQUISITION [ AXAR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See remarks below
(Last) (First) (Middle)
405 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
10/07/2016
(Street)
NEW YORK, NY10022
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
Common Stock 10/07/2016 S 5,947,827 D 0 I See footnote ( 2 )
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
Private Placement Warrants (right to buy) $ 12.5 10/07/2016 S 6,550,000 ( 3 ) ( 4 ) Common Stock 6,550,000 ( 1 ) 0 I See footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SCHORSCH NICHOLAS S
405 PARK AVENUE
NEW YORK, NY10022
X X See remarks below
Signatures
/s/ Elliott M. Smith, Esq., Attorney-in-Fact 10/12/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the terms of the Agreement, dated September 16, 2016 (as amended on September 27, 2016), by and among the Reporting Person, Axar Master Fund Ltd. and the Issuer, the Reporting Person sold such shares of Common Stock and Private Placement Warrants to Axar Master Fund Ltd. for (i) $10.00 in cash and (ii) upon the closing of a business combination by the Issuer, an additional $1,000,000 in cash.
( 2 )AR Capital, LLC is the direct owner of the reported securities. The Reporting Person is a manager and equity holder of AR Capital, LLC. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
( 3 )The warrants will become exercisable 30 days after the completion of the Issuer's initial business combination.
( 4 )warrants will expire five years after the date on which they first became exercisable, at 5:00 p.m., New York time, or earlier upon redemption or liquidation.

Remarks:
Former Director.

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