SEC Form 4 · accession 0001297996-18-000032
DIGITAL REALTY TRUST, INC. · DLR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher Kenney
Officer — SVP,International,Acquisitions
Period of report
Mar 9, 2017
Accepted (ET)
Mar 5, 2018 · 9:50 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 Stock | Mar 9, 2017 | M | 10,000 | $41.73 | A | 10,000 | D | |
| Common StockF1 | Mar 9, 2017 | S | 10,000 | $103.47 | 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 UnitsF2,F3 | — | Mar 1, 2018 | A | 1,334 | A | — | — | Common Stock | 1,334 | 92,619 | D |
| Employee Stock Option (right to buy)F4,F5,F6 | — | Mar 9, 2017 | M | 10,000 | D | — | — | Common Stock | 10,000 | 0 | D |
Explanation of responses
- F1Price shown above is an average, actual sale prices range from $103.43 to $103.49.
- F2Long-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.
- F3Twenty-five percent (25%) of these units will vest on February 27, 2019, an additional twenty-five percent (25%) will vest on February 27, 2020, an additional twenty-five percent (25%) will vest on February 27, 2021, and the remaining twenty-five percent (25%) will vest on February 27, 2022. The vested profits interest units have no expiration date.
- F4Exercise price of derivative security is $41.73.
- F5Date exercisable is 05/02/2008. The option vested as to 20% on 05/02/2008 and thereafter vested 1-2/3% monthly. The option became fully vested on 05/02/2012.
- F6Expiration date is 05/02/2017.
Remarks
This statement of changes in beneficial ownership of securities ("Form 4") of the Issuer includes certain transactions that are being reported concurrently on a Form 4 for the Operating Partnership. The award of Long-Term Incentive Units reported on this Form 4 for the Issuer is the same transaction reported in the Form 4 for the Operating Partnership.