Filed Pursuant to Rule 424(b)(3)
Registration File No. 333-196302
This prospectus supplement, or this Supplement No. 3, is part of the prospectus of American Realty Capital Healthcare Trust III, Inc., or the Company, dated September 3, 2015, or the Prospectus, as supplemented by Supplement No. 1, dated September 18, 2015, or Supplement No. 1 and Supplement No. 2, dated October 16, 2015, or Supplement No. 2. This Supplement No. 3 supplements, modifies or supersedes certain information contained in the Prospectus, Supplement No. 1 and Supplement No. 2 and should be read in conjunction with the Prospectus, Supplement No. 1 and Supplement No. 2. Unless the context suggests otherwise, the terms “we,” “us” and “our” used herein refer to the Company, together with its consolidated subsidiaries.
The purposes of this Supplement No. 3 are to:
| • | update the disclosure relating to operating information, including the status of the offering; |
| • | update our investor suitability standards; |
| • | replace Appendix C-1 — American Realty Capital Healthcare Trust III, Inc. Subscription Agreement; and |
| • | replace Appendix C-2 — Multi-Offering Subscription Agreement. |
We commenced our reasonable best efforts initial public offering of up to 125.0 million shares of common stock (excluding shares to be issued under the distribution reinvestment plan, or DRIP) on August 20, 2014. On February 11, 2015, we satisfied the general escrow conditions of our public offering of common stock. On such date, we received and accepted aggregate subscriptions in excess of $2.0 million of common stock, broke general escrow and issued shares of our common stock to our initial investors.
On November 3, 2015, we raised in excess of $156.25 million in aggregate gross proceeds from all investors for shares of our common stock. Accordingly, we are now accepting subscriptions from all states where we have been cleared to sell shares of our common stock pursuant to our initial public offering, including subscriptions from residents of Pennsylvania.
We will offer shares of our common stock until August 20, 2016, unless the offering is extended in accordance with the Prospectus, provided that the offering will be terminated if all 125.0 million shares of our common stock are sold before such date (subject to our right to reallocate shares offered pursuant to the DRIP for sale in our primary offering).
The fifth paragraph on the cover page of the Prospectus is hereby deleted.
The disclosures under the subheadings “Kansas” and “Pennsylvania” on pages ii – iii of the Prospectus are hereby deleted in their entirety and replaced with the following disclosures.
“Kansas
| • | In addition to the general suitability requirements described above, it is recommended that investors should invest no more than 10% of their liquid net worth, in the aggregate, in us and securities of other non-traded real estate investment trusts. “Liquid net worth” is defined as that portion of net worth (total assets minus total liabilities) that is comprised of cash, cash equivalents and readily marketable securities.” |
“Pennsylvania
| • | The maximum investment allowable in us for a Pennsylvania investor is 10% of his or her net worth.” |
The last sentence of the first paragraph on page iv of the Prospectus is hereby deleted.
The form of subscription agreement included as Appendix C-1 to this Supplement No. 3 hereby replaces the form of subscription agreement included as Appendix C-1 to Supplement No. 2 to the Prospectus.
The form of subscription agreement included as Appendix C-2 to this Supplement No. 3 hereby replaces the form of subscription agreement included as Appendix C-2 to the Prospectus.
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