SEC Form 4 · accession 0001179110-17-011484
QTS Realty Trust, Inc. · QTS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Chad L. Williams
Officer — Chief Executive Officer
Period of report
Aug 14, 2017
Accepted (ET)
Aug 15, 2017 · 11:20 am 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 stockF7 | Aug 14, 2017 | M | 36,620 | $21.00 | A | 236,526 | D | |
| Class A common stockF8 | Aug 14, 2017 | M | 42,968 | $35.81 | A | 279,494 | D | |
| Class A common stockF9 | Aug 14, 2017 | M | 36,202 | $45.78 | A | 315,696 | D | |
| Class A common stockF10 | Aug 14, 2017 | C | 488,436 | — | A | 804,132 | D | |
| Class A common stock | Aug 14, 2017 | S | 682,576 | $54.25 | D | 121,556 | 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 | Aug 14, 2017 | M | 36,620 | D | — | Oct 15, 2023 | Class A common stock | 36,620 | 2,442 | D |
| Employee stock option (right to buy)F2 | $35.81 | Aug 14, 2017 | M | 42,968 | D | — | Feb 27, 2025 | Class A common stock | 42,968 | 25,782 | D |
| Employee stock option (right to buy)F3 | $45.78 | Aug 14, 2017 | M | 36,202 | D | — | Mar 2, 2026 | Class A common stock | 36,202 | 46,546 | D |
| Class O LTIP units of Operating PartnershipF4 | — | Aug 14, 2017 | C | 500,000 | D | — | — | Class A units of Operating Partnership | 263,436 | 0 | D |
| Class A units of Operating PartnershipF4 | — | Aug 14, 2017 | C | 263,436 | A | — | — | Class A common stock | 263,436 | 6,780,436 | D |
| Class A units of Operating PartnershipF5 | — | Aug 14, 2017 | C | 263,436 | D | — | — | Class A common stock | 263,436 | 6,517,000 | D |
| Class A units of Operating PartnershipF6 | — | Aug 14, 2017 | C | 225,000 | D | — | — | Class A common stock | 225,000 | 6,292,000 | D |
Explanation of responses
- F136,620 shares of Class A common stock were acquired upon Mr. Williams' 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.
- F10488,436 shares of Class A common stock were acquired upon Mr. Williams' redemption of 488,436 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.
- F242,968 shares of Class A common stock were acquired upon Mr. Williams' exercise of options to purchase shares of Class A common stock, granted on February 27, 2015 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.
- F336,202 shares of Class A common stock were acquired upon Mr. Williams' exercise of options to purchase shares of Class A common stock, granted on March 2, 2016 under the QTS Realty Trust, Inc. 2013 Equity Compensation Plan. The options vest ratably over a three year period beginning on the first anniversary of the date of grant and at the end of each calendar quarter thereafter.
- 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 became redeemable for cash or, at the Company's election, shares of the Company's Class A common stock on a one-for-one basis in November 2014, which was one year following the beginning of the first full calendar month following the closing of the initial public offering.
- F5263,436 shares of Class A common stock were acquired upon Mr. Williams' redemption of 263,436 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.
- F6Class 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.
- F736,620 shares of Class A common stock were acquired upon Mr. Williams' 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.
- F842,968 shares of Class A common stock were acquired upon Mr. Williams' exercise of options to purchase shares of Class A common stock, granted on February 27, 2015 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.
- F936,202 shares of Class A common stock were acquired upon Mr. Williams' exercise of options to purchase shares of Class A common stock, granted on March 2, 2016 under the QTS Realty Trust, Inc. 2013 Equity Compensation Plan. The options vest ratably over a three year period beginning on the first anniversary of the date of grant and at the end of each calendar quarter thereafter.