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):  August 23, 2018

 

American Realty Capital Healthcare Trust III, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Maryland   000-55625   38-3930747

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

405 Park Avenue, 3rd Floor

New York, New York 10022

(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))

 

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 x

 

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. x 

 

 

 

 

 

  

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Election of Edward M. Weil, Jr. as Chief Executive Officer and President

 

On August 23, 2018, the board of directors of American Realty Capital Healthcare Trust III, Inc. (the “Company”), upon recommendation of its nominating and corporate governance committee, elected Edward M. Weil, Jr. to serve as the Company’s chief executive officer and president to replace W. Todd Jensen, effective as of September 12, 2018. Mr. Weil will also replace Mr. Jensen as chief executive officer and president of the Company’s advisor and property manager, effective as of that same date, and Mr. Weil will continue to serve as the executive chairman of the board of directors of the Company.

 

The replacement of Mr. Jensen and the election of Mr. Weil are not the result of any disagreement between the Company and Mr. Jensen. In addition, Mr. Jensen has advised the Company that, following the effective date of his replacement, he will no longer be responsible for any part of any registration statement filed by the Company pursuant to and consistent with 15 U.S.C.§ 77k(b)(l).

 

The information required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K with respect to Mr. Weil is included in the Company’s annual report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 26, 2018.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  AMERICAN REALTY CAPITAL HEALTHCARE
TRUST III, INC.
     
Date: August 24, 2018 By: /s/ Katie P. Kurtz
 

Katie P. Kurtz

Chief Financial Officer, Secretary and Treasurer