SEC Form 4 · accession 0001407739-17-000115

DUPONT FABROS TECHNOLOGY, INC. · DFT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Maria Kenny

Officer — EVP, Chief Development Officer

Period of report

Sep 14, 2017

Accepted (ET)

Sep 18, 2017 · 3:08 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^F1	Sep 14, 2017	D	60,909	—	D	0	D
Common Stock^F1	Sep 14, 2017	D	10,000	—	D	0	I	By, LLC

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Stock Units^F2,F3,F4	—	Sep 14, 2017	D	18,225	D	—	—	Common Stock	18,225	0	D
OP Units^F5	—	Sep 14, 2017	D	70,000	D	—	—	Common Stock	70,000	0	D

Explanation of responses

F1On September 14, 2017, pursuant to the Agreement and Plan of Merger dated as of June 8, 2017 (the Merger Agreement), by and among Digital Realty Trust, Inc. (DLR), Penguins REIT Sub, LLC (REIT Merger Sub), Digital Realty Trust, L.P. (DLR OP), Penguins OP Sub 2, LLC (Merger Sub GP), Penguins OP Sub, LLC (OP Merger Sub), DuPont Fabros Technology, Inc. (DFT) and DuPont Fabros Technology, L.P. (DFT OP), DLR and DFT combined through (i) a merger of DFT with and into REIT Merger Sub, with REIT Merger Sub surviving the merger as the surviving entity (the REIT Merger), and (ii) a merger of OP Merger Sub with and into DFT OP, with DFT OP surviving the merger as the surviving partnership. Pursuant to the Merger Agreement, at the effective time of the REIT Merger, each share of DFT common stock issued and outstanding immediately prior to such time was converted into the right to receive 0.545 shares of DLR common stock.
F2These performance stock units (PSUs) were issued under the Companys 2011 Equity Incentive Plan. Each unit represents the right to receive one share of the underlying security at a date in the future, subject to adjustment pursuant to the terms of the award.
F3These performance stock units are subject to performance-based vesting conditions based on (a) the Reporting Persons continuous service with the Company from the grant date until March 1, 2018 (with respect to 5,408 of the PSUs) or February 1, 2019 (with respect to 12,817 of the PSUs), and (b) with respect to one-half of the award, the total shareholder return of the Companys common stock (the Company TSR) for a 3-year Performance Period that commenced on January 1, 2015 (with respect to 5,408 PSUs) or January 1, 2016 (with respect to 12,817 PSUs) (the Performance Period), as compared to the return of the MSCI US REIT Index for the 3-year Performance Period, and (c) with respect to the remaining half of the award, the Company TSR for the applicable Performance Period as compared to the return of an index of publicly-traded data center companies for the applicable 3-year Performance Period.
F4At the effective time of the REIT Merger, each award of PSUs that was outstanding as of immediately prior to the effective time of the REIT Merger was converted into the right to receive 0.545 PSUs of DLR. Following such conversion, such DLR PSUs vested and were converted into common stock of DLR.
F5Pursuant to the Merger Agreement, each OP Unit issued and outstanding immediately prior to the Partnership Merger Effective Time (as defined in the Merger Agreement) was converted into the right to receive 0.545 validly issued DLR OP Common Units (as defined in the Merger Agreement).