SEC Form 4 · accession 0001144204-16-108064
QTS Realty Trust, Inc. · QTS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John W Barter
Director
Period of report
Jun 9, 2016
Accepted (ET)
Jun 13, 2016 · 5:20 pm EDT
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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Jun 9, 2016 | M | 5,000 | $21.00 | A | 10,420 | D | |
| Class A Common StockF2 | Jun 9, 2016 | C | 29,101 | — | A | 39,521 | D | |
| Class A Common StockF3 | Jun 9, 2016 | S | 10,533 | $54.52 | D | 28,988 | 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 | Jun 9, 2016 | M | 5,000 | D | — | Oct 15, 2023 | Class A Common Stock | 5,000 | 23,985 | D |
| Class O LTIP units of Operating PartnershipF4 | — | Jun 9, 2016 | C | 14,750 | D | — | — | Class A units of Operating Partnership | 9,101 | 0 | D |
| Class A units of Operating PartnershipF4 | — | Jun 9, 2016 | C | 9,101 | A | — | — | Class A common stock | 9,101 | 40,101 | D |
| Class A units of Operating PartnershipF2 | — | Jun 9, 2016 | C | 29,101 | D | — | — | Class A common stock | 29,101 | 11,000 | D |
Explanation of responses
- F15,000 shares of Class A common stock were acquired upon Mr. Barter'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.
- F229,101 shares of Class A common stock were acquired upon Mr. Barter's redemption of 29,101 Class A units of the Operating Partnership. 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.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.50 to $54.57, inclusive. The reporting person undertakes to provide to QTS Realty Trust, Inc., any security holder of QTS Realty Trust, Inc., 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).
- F4Each 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.