SEC Form 4 · accession 0001297996-17-000012
DIGITAL REALTY TRUST, INC. · DLR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joshua A. Mills
Officer — SVP & General Counsel
Period of report
Jan 4, 2017
Accepted (ET)
Jan 6, 2017 · 6:39 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 StockF2 | Jan 4, 2017 | M | 5,649 | — | A | 9,815 | D | |
| Common StockF2 | Jan 5, 2017 | M | 3,590 | — | A | 13,405 | D | |
| Common Stock | Jan 4, 2017 | S | 5,649 | $100.00 | D | 7,756 | D | |
| Common Stock | Jan 5, 2017 | S | 3,590 | $105.00 | D | 4,166 | 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 UnitsF2,F3 | — | Jan 4, 2017 | A | 29,435 | A | — | — | Common Stock | 29,435 | 61,967 | D |
| Long-Term Incentive UnitsF2,F4 | — | Jan 4, 2017 | M | 5,649 | D | — | — | Common Stock | 5,649 | 56,318 | D |
| Long-Term Incentive UnitsF2,F4 | — | Jan 5, 2017 | M | 3,590 | D | — | — | Common Stock | 3,590 | 52,728 | D |
Explanation of responses
- F1The 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.
- F2Long-term incentive units are profits interest units in Digital Realty Trust, L.P., a Maryland limited partnership (the "Operating Partnership"), of which the Issuer is the general partner. Vested profits interest units may be converted into an equal number of common limited partnership units ("Common Units") in the Operating Partnership subject to the terms of the Operating Partnership's limited partnership agreement. Common Units are redeemable for cash based on the fair market value of an equivalent numbers of shares of the Issuer's common stock, or, at the election of the Issuer, for an equal number of sharesof 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.
- F3Reflects an award initially granted on February 11, 2014 that was subject to a performance-based vesting condition which was determined to be satisfied on January 4, 2017. The number of units reported herein includes 3,405 distribution equivalent units, which vested effective as of December 31, 2016. The remaining 26,030 units are subject to an additional time-based vesting condition, pursuant to which 50% will vest on February 27, 2017 and 50% will vest on February 27, 2018. The vested profits interest units have no expiration date.
- F4N/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 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 Operating Partnership