SEC Form 4 · accession 0001144204-15-070916

QTS Realty Trust, Inc. · QTS

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

Reporting owner

Shirley E. Goza

Officer — Secretary

Period of report

Dec 11, 2015

Accepted (ET)

Dec 15, 2015 · 2:43 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001577368

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Class A common stock^F1	Dec 11, 2015	M	8,877	$21.00	A	27,273	D
Class A common stock^F2	Dec 11, 2015	C	27,549	—	A	54,822	D
Class A common stock^F3	Dec 11, 2015	S	8,877	$41.35	D	45,945	D
Class A common stock^F4	Dec 11, 2015	S	27,549	$41.42	D	18,396	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (right to buy)^F1	$21.00	Dec 11, 2015	M	8,887	D	—	Oct 15, 2023	Class A common stock	8,887	8,878	D
Class O LTIP units of Operating Partnership^F5	—	Dec 11, 2015	C	60,906	D	—	—	Class A units of Operating Partnership	27,549	25,969	D
Class A units of Operating Partnership^F5	—	Dec 11, 2015	C	27,549	A	—	—	Class A common stock	27,549	37,549	D
Class A units of Operating Partnership^F2	—	Dec 11, 2015	C	27,549	D	—	—	Class A common stock	27,549	10,000	D

Explanation of responses

F18,877 shares of Class A common stock were acquired upon Ms. Goza's exercise of options to purchase shares of Class A common stock, granted on October 15, 2013 under the QTS Realty Trust, Inc. 2013 Equity Compensation Plan. The options vest ratably over a four year period beginning on the first anniversary of the date of grant and at the end of each calendar quarter thereafter.
F227,549 shares of Class A common stock were acquired upon Ms. Goza's redemption of 27,549 Class A units of the Operating Partnership. Class A units are redeemable for cash or, at the operating partnership's election, shares of the QTS Realty Trust Inc.'s (the "Company") Class A common stock on a one-for-one basis, beginning November 1, 2014, which was one year following the beginning of the first full calendar month following the closing of the Company's initial public offering.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.02 to $41.67, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Footnote (3).
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.03 to $41.69, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Footnote (4).
F5Each Class O LTIP unit is convertible by the Company's operating partnership or by the holder into Class A units at any time, and upon such equalization of the capital account of a Class O LTIP unit (and full vesting of the Class O LTIP unit, if such unit is subject to vesting and being converted by the holder), the Class O LTIP unit will be convertible into a number of Class A units equal to (i) the Class O LTIP unit's capital account divided by (ii) the capital account balance of a Class A unit (i.e., in a manner similar to a typical stock appreciation right), subject to certain exceptions and adjustments. Class A units are redeemable for cash or, at the operating partnership's election, shares of the Company's Class A common stock on a one-for-one basis, beginning November 1, 2014, which was one year following the beginning of the first full calendar month following the closing of the Company's initial public offering.