SEC Form 4 · accession 0001407739-15-000079
DUPONT FABROS TECHNOLOGY, INC. · DFT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lammot J du Pont
Officer — Chairman of the Board · Director
Period of report
May 27, 2015
Accepted (ET)
May 28, 2015 · 6:49 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001407739
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 27, 2015 | A | 1,535 | $0.00 | A | 116,142 | D | |
| Common Stock | May 27, 2015 | F | 589 | $32.58 | D | 115,553 | D | |
| Common Stock | holding | — | — | — | 33,972 | I | By Corporation |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OP UnitsF5,F6,F3 | — | May 27, 2015 | J | 53,900 | D | — | — | Common Stock | 53,900 | 1,815,584 | I |
| OP UnitsF3,F5 | — | holding | — | — | — | — | — | Common Stock | 204,095 | 204,095 | I |
| OP UnitsF3,F5 | — | holding | — | — | — | — | — | Common Stock | 1,250,109 | 1,250,109 | D |
| OP UnitsF3,F5 | — | holding | — | — | — | — | — | Common Stock | 289,025 | 289,025 | I |
Explanation of responses
- F1On May 27, 2015, pursuant to the Issuer's compensation policy for the Chairman of the Board, the Compensation Committee granted to the Reporting Person of an award of common stock in an amount equal to $50,000. The number of shares of common stock granted for the award described above was based on the average of the opening and closing price per share of the Issuer's common stock on May 27, 2015, or $32.58.
- F2Shares withheld by Issuer to satisfy minimum statutory withholding requirements on award of stock.
- F3"OP Units" represent limited partner interests of DuPont Fabros Technology, L.P., a Maryland limited partnership (the "OP"), the operating partnership of DuPont Fabros Technology, Inc. (the "Issuer"), of which the Issuer is the sole general partner. OP Units are redeemable twelve (12) months from the transaction date pursuant to which the OP units were issued for cash equal to the ten-current market value of one share of the Issuer's common stock, or, at the election of the Issuers, and equal number of shares of the Issuer's common stock.
- F4These OP Unites were transferred by an entity controlled by Mr. du Pont to a grantor trust for cash of equal value. The aggregate value was $1,749,055, determined by the reference to the midpoint of the reported high and low price of the Issuer's common stock on the NYSE on May 27, 2015, which was 32.45.
- F5All of these OP Units are immediately redeemable (subject to certain limitations set forth in agreement of limited partnership of the OP). OP Units have no expiration date.
- F6The OP Unites were originally received in exchange for direct or indirect contribution to the OP of certain partnership, membership, or ownership interests in, of property of, certain partnerships or limited liability companies which own, directly or indirectly, certain properties in Illinois, New Jersey, Virginia, and/or the District of Columbia, in connection with the Issuer's initial public offering, the value which was $21.00 per OP Unit based on the price of common stock of the Issuer at the time of the Issuer's public offering.