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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(Print or Type Responses)

1. Name and Address of Reporting Person * MICHELSON LESLIE D   2. Issuer Name and Ticker or Trading Symbol American Realty Capital Trust, Inc. [ARCT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 405 PARK AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 01/22/2013 (Street) NEW YORK, NY 10022 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) Code V Amount (A) or (D) Price Common Stock, par value $0.01 per share 01/22/2013   D   30,401 D $ 0 (1) 0 D

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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 10

01/22/2013

D

3,000

01/22/2010

01/22/2018

Common Stock

3,000

$ 0 (2)

0

D

Stock Option

$ 10

01/22/2013

D

3,000

05/22/2011

05/22/2019

Common Stock

3,000

$ 0 (2)

0

D

Stock Option

$ 10

01/22/2013

D

3,000

05/17/2012

05/17/2020

Common Stock

3,000

$ 0 (2)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MICHELSON LESLIE D 405 PARK AVENUE NEW YORK, NY 10022	X

Signatures

/s/ Leslie D. Michelson		01/24/2013
**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)	Disposed of 30,401 shares of Issuer's common stock. All such shares are being disposed of pursuant to a merger agreement among the Issuer, Realty Income Corporation ("Realty") and Tau Acquisition LLC in exchange for 8,737 shares of Realty common stock at an exchange ratio of .2874 shares of Realty stock for each share of Issuer stock plus $0.35 in cash consideration per share. At the close of business on January 22, 2013, Realty stock had a market value of $44.04 per share. The fractional shares based upon the conversion of 30,401 shares at a ratio of .2874 Realty shares also resulted in a cash payment of $10.50.
(2)	The aggregate of 9,000 Issuer Stock Options were converted into Realty shares at an exchange ratio minus $10.00 per share, or 593 Realty shares. The fractional shares based upon this conversion also resulted in a cash payment of $35.75.

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