SEC Form 4 · accession 0001297996-18-000116
DIGITAL REALTY TRUST, INC. · DLR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward F Sham
Officer — Chief Accounting Officer
Period of report
Jul 5, 2018
Accepted (ET)
Jul 9, 2018 · 5:54 pm EDT
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 | Jul 5, 2018 | M | 1,869 | $0.00 | A | 6,207 | D | |
| Common StockF2 | Jul 5, 2018 | S | 1,869 | $115.00 | D | 4,338 | D | |
| Common StockF2 | Jul 6, 2018 | M | 8,566 | $0.00 | A | 12,904 | D | |
| Common StockF2 | Jul 6, 2018 | S | 8,566 | $115.00 | D | 4,338 | 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,F4 | — | Jul 5, 2018 | M | 1,869 | D | — | — | Common Stock | 1,869 | 73,075 | D |
| Long-Term Incentive UnitsF2,F3,F4 | — | Jul 6, 2018 | M | 8,566 | D | — | — | Common Stock | 8,566 | 64,509 | 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 the Operating Partnership, of which the Issuer is the general partner. Profits interest units may initially not have full parity with 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.
- F3The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 plan previously adopted by Mr. Sham.
- 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.