|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee stock option (right to buy) | $ 21 | 10/15/2013 | A | 39,062 | (3) | 10/15/2023 | Class A common stock | 39,062 | $ 0 | 39,062 | D | ||||
Class D units of Operating Partnership | (4) | 10/15/2013 | C | 400,000 | (4) | (4) | Class A units of Operating Partnership | 400,000 | (4) | 0 | I | See footnote (5) | |||
Class A units of Operating Partnership | (4) | 10/15/2013 | C | 400,000 | (4) | (4) | Class A common stock | 400,000 | (4) | 400,000 | I | See footnote (5) | |||
Class A units of Operating Partnership | (4) | 10/15/2013 | J | 133,000 | (4) | (4) | Class A common stock | 133,000 | (4) | 267,000 | I | See footnote (5) | |||
Class B common stock | (4) | 10/15/2013 | J | 133,000 | (4) | (4) | Class A common stock | 133,000 | (4) | 133,000 | I | See footnote (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Williams Chad L. C/O QTS REALTY TRUST, INC. 12851 FOSTER STREET, SUITE 205 OVERLAND PARK, KS 66213 |
Chairman and CEO |
/s/ Shirley E. Goza, attorney-in-fact | 10/17/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | QTS Realty Trust, Inc. (the "Company") repurchased 1,000 shares of common stock that were issued to Chad L. Williams in connection with the initial capitalization of the Company. |
(2) | Concurrently with the closing of the initial public offering of the Company, the Company granted restricted shares under the QTS Realty Trust, Inc. 2013 Equity Incentive Plan (the "Plan") to Chad L. Williams that vest ratably over four years beginning on the first anniversary from the date of grant and each quarter thereafter. |
(3) | Concurrently with the closing of the initial public offering of the Company, the Company granted options to purchase shares of Class A common stock under the Plan. The options vest ratably over a four year period beginning on the first anniversary of the date of grant and at each quarter thereafter. |
(4) | In connection with the completion of the initial public offering of the Company, Class D Units of Operating Partnership were converted into Class A units on a one-for-one basis, and Quality Technology Group, LLC contributed 133,000 Class A units to the Company for 133,000 shares of the Company's Class B common stock pursuant to the Class B Stock Purchase Agreement dated September 25, 2013 between Chad L. Williams, Quality Technology Group, LLC and the Company. The Class B common stock automatically converts into Class A common stock in certain circumstances and is convertible at any time into Class A common stock at the option of the holder. |
(5) | Securities held by Quality Technology Group, LLC, of which Mr. Williams is the manager. |