SEC Form 4 · accession 0001407739-17-000092
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
Jul 28, 2017
Accepted (ET)
Aug 1, 2017 · 4:20 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 Stock | Jul 28, 2017 | A | 96,185 | $5.06 | A | 215,673 | D | |
| Common StockF1 | Jul 28, 2017 | S | 96,185 | $61.0468 | D | 119,488 | D | |
| Common Stock | Jul 31, 2017 | A | 135,297 | $5.06 | A | 254,785 | D | |
| Common Stock | Jul 31, 2017 | A | 55,556 | $19.89 | A | 310,341 | D | |
| Common Stock | Jul 31, 2017 | A | 9,147 | $23.79 | A | 319,488 | D | |
| Common StockF2,F3 | Jul 31, 2017 | S | 200,000 | $61.685 | D | 119,489 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-qualified Stock OptionF4 | $5.06 | Jul 28, 2017 | M | 96,185 | D | — | Feb 26, 2019 | Common Stock | 96,185 | 135,297 | D |
| Non-qualified Stock OptionF4 | $5.06 | Jul 31, 2017 | M | 135,297 | D | — | Feb 26, 2019 | Common Stock | 135,297 | 0 | D |
| Non-qualified Stock OptionF5 | $19.89 | Jul 31, 2017 | M | 55,556 | D | — | Feb 25, 2020 | Common Stock | 55,556 | 0 | D |
| Non-qualified StockF6 | $23.79 | Jul 31, 2017 | M | 9,147 | D | — | Feb 24, 2021 | Common Stock | 9,147 | 146,680 | D |
| OP UnitsF8,F9,F10,F7 | — | Jul 28, 2017 | J | 91,300 | D | — | — | Common Stock | 91,300 | 1,501,119 | I |
| OP UnitsF7,F9 | — | holding | — | — | — | — | — | Common Stock | 204,095 | 204,095 | I |
| OP UnitsF7,F9 | — | holding | — | — | — | — | — | Common Stock | 289,025 | 289,025 | I |
| OP UnitsF7,F9 | — | holding | — | — | — | — | — | Common Stock | 1,250,109 | 1,250,109 | D |
Explanation of responses
- F1Represents the weighted average per share sale price, with per share sale price ranging from $61.00 to $61.65. Upon request by the Commission, the reporting person will provide full information regarding the number of shares sold at each separate price.
- F10The 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.
- F2Represents the weighted average per share sale price, with per share sale price ranging from $61.37 to $62.235. Upon request by the Commission, the reporting person will provide full information regarding the number of shares sold at each separate price.
- F3Added 1 share of stock to correct an error.
- F4Stock option vests one third on each of March 1, 2010, 2011, and 2012
- F5Stock option vests one third on each of March 1, 2011, 2012, and 2013.
- F6Stock option vests one third on each of March 1, 2012, 2013, and 2014.
- F7"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.
- F8These OP Units were transferred by an entity controlled by Mr. du Pont to a grantor trust for cash of equal value. The aggregate value was $5,605,820.00, determined by the reference to the mid point of the reported high and low price of the Issuer's common stock on the NYSE on July, 28, 2017, which was $61.40.
- F9All 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.