SEC Form 3
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 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 08/11/2017 | 3. Issuer Name and Ticker or Trading Symbol Digital Realty Trust, Inc. [ DLR ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Long-Term Incentive Units(1) | (2) | (2) | Common Stock | 38,604 | (1) | D | |
Long-Term Incentive Units(1) | (3) | (3) | Common Stock | 764 | (1) | D |
Explanation of Responses: |
1. Long-Term Incentive Units are profits interest units in Digital Realty Trust, L.P. ("Operating Partnership"), of which the Issuer is the general partner. Profits interest units may initially not have full parity with common limited partnership units of Operating Partnership ("Common Units") with respect to liquidating distributions; however upon the occurrence of specified events, profits interest units may achieve full parity with Common Units for all purposes. Vested profits interest units that have achieved full parity with Common Units may be converted into an equal number of Common Units on a 1-for-1 basis at any time. Common Units are redeemable for cash based on the FMV of an equivalent number of shares of common stock of the Issuer, or, at the election of the Issuer, for an equal number of shares of the Issuer's common stock, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified extraordinary distributions or similar events. |
2. These units were granted on August 10, 2015. Thirty-three and one third percent (33.33%) of these units vested on August 10, 2016, an additional thirty-three and one third percent (33.33%) of these units vested on August 10, 2017, and the remaining thirty-three and one third percent (33.33%) will vest on August 10, 2018. The vested profits interest units have no expiration date. |
3. These units were granted on February 28, 2017. Twenty-five percent (25%) of these units will vest on February 27, 2018, an additional twenty-five percent (25%) will vest on February 27, 2019, an additional twenty-five percent (25%) will vest on February 27, 2020, and the remaining twenty-five percent (25%) will vest on February 27, 2021. The vested profits interest units have no expiration date. |
Remarks: |
This initial statement of beneficial ownership of securities ("Form 3") of the Issuer is filed to report information that is also being reported concurrently on a Form 3 for Digital Realty Trust, L.P., a Maryland limited partnership (the "Operating Partnership") of which the Issuer is the general partner. The information reported on this Form 3 for the Issuer is the same information reported in the Form 3 for the Operating Partnership. |
/s/ Salini Nandipati as attorney-in-fact | 08/18/2017 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |