Edgar Filing: QTS Realty Trust, Inc.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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

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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â GA QTS Interholdco, LLC

2. Date of Event Requiring Statement (Month/Day/Year)
10/08/2013

3. Issuer Name and Ticker or Trading Symbol
QTS Realty Trust, Inc. [QTS]

(Last)

(First)

(Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY,LLC,Â 55 EAST 52ND STREET, 32ND FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
*See Remarks

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10055

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class C units of operating partnership	Â ⁽¹⁾	Â ⁽¹⁾	Class A Common Stock	11,043,645	$ ⁽¹⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Class D units of operating partnership	Â ⁽¹⁾	Â ⁽¹⁾	Class A Common Stock	3,600,000	$ ⁽¹⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GA QTS Interholdco, LLC C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK,Â NYÂ 10055	Â	Â X	Â	*See Remarks
GENERAL ATLANTIC LLC C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK,Â NYÂ 10055	Â	Â X	Â	*See Remarks
GENERAL ATLANTIC GENPAR, L.P. C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK,Â NYÂ 10055	Â	Â X	Â	*See Remarks
GENERAL ATLANTIC PARTNERS 85, L.P. C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK,Â NYÂ 10055	Â	Â X	Â	*See Remarks
GAP COINVESTMENTS III LLC C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK,Â NYÂ 10055	Â	Â X	Â	*See Remarks
GAP COINVESTMENTS IV LLC C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK,Â NYÂ 10055	Â	Â X	Â	*See Remarks
GAP Coinvestments CDA, L.P. C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK,Â NYÂ 10055	Â	Â X	Â	*See Remarks
GAPCO GMBH & CO KG C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK,Â NYÂ 10055	Â	Â X	Â	*See Remarks
GAPCO MANAGEMENT GMBH C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK,Â NYÂ 10055	Â	Â X	Â	*See Remarks

Signatures

/s/ Thomas J. Murphy		10/08/2013
^**Signature of Reporting Person		Date
/s/ Thomas J. Murphy		10/08/2013
^**Signature of Reporting Person		Date
/s/ Thomas J. Murphy		10/08/2013
^**Signature of Reporting Person		Date
/s/ Thomas J. Murphy		10/08/2013
^**Signature of Reporting Person		Date
/s/ Thomas J. Murphy		10/08/2013
^**Signature of Reporting Person		Date
/s/ Thomas J. Murphy		10/08/2013
^**Signature of Reporting Person		Date
/s/ Thomas J. Murphy		10/08/2013
^**Signature of Reporting Person		Date
/s/ Thomas J. Murphy		10/08/2013
^**Signature of Reporting Person		Date
/s/ Thomas J. Murphy		10/08/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	GA QTS Interholdco, LLC ("GA QTS Interholdco"), a Delaware limited liability company, is the indirect beneficial holder, through General Atlantic REIT, Inc., a Maryland corporation ("GA REIT"), of 11,043,645 Class C units of limited partnership interest in QualityTech, L.P., QTS Realty Trust, Inc.'s operating partnership (the "Class C Units"), and 3,600,000 Class D units of limited partnership interest in QualityTech, L.P (the "Class D Units"). (cont'd in footnote 2)
(2)	(cont'd from footnote 1) Upon completion of the initial public offering (the "IPO") of QTS Realty Trust, Inc. (the "Company"), (i) such Class C Units and Class D Units will convert into an equal number of Class A units of limited partnership interest in Quality Tech, L.P. (the "Class A Units") (or 14,643,645 Class A Units) and (ii) GA REIT will merge with and into the Company (with the Company surviving such merger) and such Class A Units will be automatically converted into shares of the Company's Class A common stock, par value $0.01 per share (the "Class A Common Stock") on a one-for-one basis, or 14,643,645 shares of Class A Common Stock in the aggregate, which will be directly held by GA QTS Interholdco.
(3)	General Atlantic Partners 85, L.P., a Delaware limited partnership ("GAP 85"), is a member of GA QTS Interholdco and indirectly beneficially owns 10,494,567 Class C Units and 3,337,169 Class D Units (to be converted in connection with the IPO into 13,831,736 shares of Class A Common Stock in the aggregate) held by GA QTS Interholdco; GAP Coinvestments III, LLC, a Delaware limited liability company ("GAPCO III"), is a member of GA QTS Interholdco and indirectly beneficially owns 415,405 Class C Units and 199,165 Class D Units (to be converted in connection with the IPO into 614,570 shares of Class A Common Stock in the aggregate) held by GA QTS Interholdco; GAP Coinvestments IV, LLC, a Delaware limited liability company ("GAPCO IV"), is a member of GA QTS Interholdco and indirectly beneficially owns 95,093 Class C Units and 44,577 Class D Units (cont'd in footnote 4)
(4)	(cont'd from footnote 3) (to be converted in connection with the IPO into 139,670 shares of Class A Common Stock in the aggregate) held by GA QTS Interholdco; GAP Coinvestments CDA, L.P., a Delaware limited partnership ("GAPCO CDA"), is a member of GA QTS Interholdco and indirectly beneficially owns 20,689 Class C Units and 9,796 Class D Units (to be converted in connection with the IPO into 30,485 shares of Class A Common Stock in the aggregate) held by GA QTS Interholdco; and GAPCO GmbH & Co., KG, a German limited partnership ("KG" and, together with GAP 85, GAPCO III, GAPCO IV and GAPCO CDA, the "GA Funds"), is a member of GA QTS Interholdco and indirectly beneficially owns 17,891 Class C Units and 9,293 Class C Units (to be converted in connection with the IPO into 27,184 shares of Class A Common Stock in the aggregate) held by GA QTS Interholdco.
(5)	The general partner of GAP 85 is General Atlantic GenPar, L.P., a Delaware limited partnership ("GenPar"). The general partner of GenPar is General Atlantic LLC, a Delaware limited liability company ("GA LLC"). GA LLC is the managing member of GAPCO III and GAPCO IV and the general partner of GAPCO CDA. GAPCO Management GmbH, a German corporation ("GmbH Management"), is the general partner of KG. Certain managing directors of GA LLC make investment decisions for GmbH Management. GmbH Management may be deemed to beneficially own the shares of common stock reported as beneficially owned by KG. While GA LLC and GenPar may be deemed to beneficially own all of the securities of the Company reported as beneficially owned by the reporting persons herein, each disclaims such beneficial ownership except to the extent of its pecuniary interest therein.
Â Remarks: EachÂ ofÂ theÂ reportingÂ personsÂ describedÂ inÂ theÂ notesÂ aboveÂ mayÂ beÂ deemedÂ toÂ beÂ aÂ memberÂ ofÂ aÂ "group"Â forÂ purposesÂ ofÂ theÂ SecuritiesÂ ExchangeÂ ActÂ ofÂ 1934.Â EachÂ reportingÂ personÂ disclaimsÂ beneficialÂ ownershipÂ ofÂ anyÂ securitiesÂ deemedÂ toÂ beÂ ownedÂ byÂ theÂ groupÂ thatÂ areÂ notÂ directlyÂ ownedÂ byÂ theÂ reportingÂ person.Â ThisÂ reportÂ shallÂ notÂ beÂ deemedÂ anÂ admissionÂ thatÂ theÂ reportingÂ personsÂ areÂ aÂ memberÂ ofÂ aÂ groupÂ orÂ theÂ beneficialÂ ownerÂ ofÂ anyÂ securitiesÂ notÂ directlyÂ ownedÂ byÂ theÂ reportingÂ person.

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