Edgar Filing: GAPCO MANAGEMENT GMBH

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GA QTS Interholdco, LLC

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

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

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

(Last)

(First)

(Middle)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2013

(Street)

NEW YORK, NY 10055

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

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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/15/2013		C		11,043,645	A	$ 0	11,043,645	D ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Class A Common Stock	10/15/2013		C		3,600,000	A	$ 0	14,643,645	D ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Class A Common Stock	10/15/2013		P		2,000,000	A	$ 21	16,643,645	D ⁽¹⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾

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)

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

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class C units of operating partnership

⁽²⁾ ⁽³⁾

10/15/2013

11,043,645

⁽²⁾⁽³⁾

Class A Common Stock

11,043,645

$ 0

D ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾

Class D units of operating partnership

⁽²⁾ ⁽³⁾

10/15/2013

3,600,000

⁽²⁾⁽³⁾

Class A Common Stock

3,600,000

$ 0

D ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾

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, NY 10055		X		*See Remarks
GENERAL ATLANTIC LLC C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK, NY 10055		X		*See Remarks
GENERAL ATLANTIC GENPAR, L.P. C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK, NY 10055		X		*See Remarks
GENERAL ATLANTIC PARTNERS 85, L.P. C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK, NY 10055		X		*See Remarks
GAP COINVESTMENTS III LLC C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK, NY 10055		X		*See Remarks
GAP COINVESTMENTS IV LLC C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK, NY 10055		X		*See Remarks
GAP Coinvestments CDA, L.P. C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK, NY 10055		X		*See Remarks
GAPCO GMBH & CO KG C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK, NY 10055		X		*See Remarks
GAPCO MANAGEMENT GMBH C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK, NY 10055		X		*See Remarks
General Atlantic Partners 93, L.P. C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK, NY 10055		X		*See Remarks

Signatures

/s/ Thomas J. Murphy		10/17/2013
^**Signature of Reporting Person		Date
/s/ Thomas J. Murphy		10/17/2013
^**Signature of Reporting Person		Date
/s/ Thomas J. Murphy		10/17/2013
^**Signature of Reporting Person		Date
/s/ Thomas J. Murphy		10/17/2013
^**Signature of Reporting Person		Date
/s/ Thomas J. Murphy		10/17/2013
^**Signature of Reporting Person		Date
/s/ Thomas J. Murphy		10/17/2013
^**Signature of Reporting Person		Date
/s/ Thomas J. Murphy		10/17/2013
^**Signature of Reporting Person		Date
/s/ Thomas J. Murphy		10/17/2013
^**Signature of Reporting Person		Date
/s/ Thomas J. Murphy		10/17/2013
^**Signature of Reporting Person		Date
/s/ Thomas J. Murphy		10/17/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	By GA QTS Interholdco, LLC, a Delaware limited liability company ("GA QTS Interholdco").
(2)	Upon completion of the initial public offering (the "IPO") of QTS Realty Trust, Inc. (the "Company"), (i) 11,043,645 Class C units of limited partnership interest in QualityTech, L.P., the Company'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"), owned by General Atlantic REIT, Inc., a Maryland corporation ("GA REIT"), converted 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 (cont'd in FN 3).
(3)	(cont'd from FN 2) (ii) GA REIT merged with and into the Company (with the Company surviving such merger) and such Class A Units 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. GA QTS Interholdco owned all of the shares of common stock of GA REIT and, as a consequence of such merger, became the direct owner of such shares of Class A Common Stock.
(4)	Effective October 15, 2013, General Atlantic Partners 93, L.P. a Delaware limited partnership ("GAP 93") became a member of GA QTS Interholdco. Upon the completion of the IPO, GA QTS Interholdco purchased 2,000,000 shares of Class A Common Stock of the Company, of which GAP 93 acquired a beneficial interest in 1,788,223 shares of such Class A Common Stock, GAP Coinvestments III, LLC, a Delaware limited liability company and a member of GA QTS Interholdco ("GAPCO III"), acquired a beneficial interest in 158,908 shares of such Class A Common Stock, (cont'd in FN 5)
(5)	(con't from FN 4) GAP Coinvestments IV, LLC, a Delaware limited liability company and a member of GA QTS Interholdco ("GAPCO IV"), acquired a beneficial interest in 36,348 shares of such Class A Common Stock, GAP Coinvestments CDA, L.P., a Delaware limited partnership and a member of GA QTS Interholdco ("GAPCO CDA"), acquired a beneficial interest in 8,478 shares of such Class A Common Stock and GAPCO GmbH & Co., KG, a German limited partnership and a member of GA QTS Interholdco ("KG"), acquired a beneficial interest in 8,043 shares of such Class A Common Stock.
(6)	With respect to all of the shares of Class A Common Stock owned by GA QTS Interholdco, General Atlantic Partners 85, L.P., a Delaware limited partnership and member of GA QTS Interholdco ("GAP 85"), indirectly beneficially owns 13,831,736 shares of Class A Common Stock held by GA QTS Interholdco; GAP 93 indirectly beneficially owns 1,788,223 shares of Class A Common Stock held by GA QTS Interholdco; GAPCO III indirectly beneficially owns 773,478 shares of Class A Common Stock held by GA QTS Interholdco; (cont'd in FN 7)
(7)	(cont'd from FN 6) GAPCO IV indirectly beneficially owns 176,018 shares of Class A Common Stock held by GA QTS Interholdco; GAPCO CDA indirectly beneficially owns 38,963 shares of Class A Common Stock held by GA QTS Interholdco; and KG indirectly beneficially owns 35,227 shares of Class A Common Stock held by GA QTS Interholdco.
(8)	The general partner of GAP 85 and GAP 93 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.
Remarks: Each of the reporting persons described in the notes above may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person.

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