SEC Form 4 · accession 0001407739-17-000125

DUPONT FABROS TECHNOLOGY, INC. · DFT

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

Reporting owner

Officer — Chairman of the Board · Director

Period of report

Sep 14, 2017

Accepted (ET)

Sep 18, 2017 · 3:16 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	119,489	—	D	0	D
Common Stock^F1	Sep 14, 2017	D	33,972	—	D	0	I	By Corporation

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
OP Units^F2	—	Sep 14, 2017	D	1,250,109	D	—	—	Common Stock	1,250,109	D
OP Units^F2	—	Sep 14, 2017	D	289,025	D	—	—	Common Stock	289,025	I
OP Units^F2	—	Sep 14, 2017	D	1,501,119	D	—	—	Common Stock	1,501,119	I
OP Units^F2	—	Sep 14, 2017	D	204,095	D	—	—	Common Stock	204,095	I

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.
F2Pursuant 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).