SEC Form 4 · accession 0001297996-16-000133
DIGITAL REALTY TRUST, INC. · DLR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott E Peterson
Officer — Chief Acquisitions Officer
Period of report
Feb 16, 2016
Accepted (ET)
Mar 11, 2016 · 7:44 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001297996
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 9, 2016 | S | 4,000 | $85.618 | D | 0 | D | |
| Common Stock | Mar 9, 2016 | M | 40,000 | $0.00 | A | 40,000 | D | |
| Common StockF1 | Mar 9, 2016 | S | 40,000 | $85.618 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Long-Term Incentive UnitsF3,F4,F5,F6 | — | Feb 16, 2016 | A | 2,488 | A | — | — | Common Stock | 2,488 | 97,401 | D |
| Long-Term Incentive UnitsF3,F4,F6 | — | Mar 9, 2016 | M | 40,000 | D | — | — | Common Stock | 40,000 | 57,401 | D |
Explanation of responses
- F1Price shown above is an average, actual sale prices range from $85.600 to $85.700.
- F2The reporting person converted long-term incentive units into common limited partnership units ("Common Units") of Digital Realty Trust, L.P. (the "Operating Partnership"), of which the Issuer is the general partner, and subsequently redeemed the Common Units for shares of the common stock of the Issuer, all in accordance with the requirements of the Limited Partnership Agreement of the Operating Partnership.
- F3Long-Term Incentive Units are profits interest units in Digital Realty Trust, L.P. ( "Operating Partnership"), of which the Issuer is the general partner. Profits interest units may initially not have full parity with common limited partnership units of Operating Partnership ("Common Units") with respect to liquidating distributions; however upon the occurrence of specified events, profits interest units may achieve full parity with Common Units for all purposes. Vested profits interest units that have achieved full parity with Common Units may be converted into an equal number of Common Units on a 1-for-1 basis at any time. Common Units are redeemable for cash based on the FMV of an equivalent number of shares of common stock of the Issuer, or, at the election of the Issuer, for an equal number of shares of the Issuer's common stock, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified extraordinary distributions or similar events.
- F41-for-1
- F5Twenty-five percent (25%) of these units will vest on February 27, 2017, an additional twenty-five percent (25%) will vest on February 27, 2018, an additional twenty-five percent (25%) will vest on February 27, 2019, and the remaining twenty-five percent (25%) will vest on February 27, 2020
- F6N/A
Remarks
This statement of changes in beneficial ownership of securities ("Form 4") of the Issuer is being filed to report transactions that are being reported concurrently on a Form 4 for the Operating Partnership. The changes in beneficial ownership reported on this Form 4 for the Issuer are as a result of the same transactions reported in the Form 4 for the Operating Partnership.