Edgar Filing: Spirit Realty Capital, Inc.

Ownership Submission

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 OF SECURITIES

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Berry Ryan Andrew

2. Issuer Name and Ticker or Trading Symbol
Spirit Realty Capital, Inc. [SRC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Former SVP & General Counsel

(Last)

(First)

(Middle)

C/O SPIRIT REALTY CAPITAL, INC., 16767 NORTH PERIMETER DRIVE, SUITE 210

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2016

(Street)

SCOTTSDALE, AZ 85260

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	03/01/2016		F		1,589	D ⁽¹⁾	$ 10.64	42,950	D
Common Stock, par value $0.01 per share	03/04/2016		A		15,103 ⁽²⁾	A	$ 10.32	58,053	D
Common Stock, par value $0.01 per share	03/07/2016		F		11,396	D ⁽³⁾	$ 10.3931	46,657	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Berry Ryan Andrew C/O SPIRIT REALTY CAPITAL, INC. 16767 NORTH PERIMETER DRIVE, SUITE 210 SCOTTSDALE, AZ 85260			Former SVP & General Counsel

Signatures

/s/ Phillip D. Joseph, Jr. as attorney in-fact-for Ryan A. Berry		03/08/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents shares surrendered to Issuer in connection with the vesting of restricted shares to satisfy the income tax withholding and remittance obligations of the reporting person at a net settlement price equal to the closing price on NYSE on March 1, 2016 of $10.64 and does not represent a sale by the reporting person.
(2)	Shares were issued pursuant to the terms of Mr. Berry's employment agreement and performance share awards granted in 2015.
(3)	Represents shares sold to satisfy the income tax withholding and remittance obligations of the reporting person in connection with the vesting of restricted shares and granted performance shares at a price equal to the price on NYSE on March 7, 2016 of $10.3931

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