Stein A William Form 4 Digital Realty Trust / A William Stein ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

Stein A William

(Last) (First) (Middle)

FOUR EMBARCADERO CENTER, SUITE 3200

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/04/2017

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price

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 Securities Underlying Derivative Security (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: 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
Long-Term Incentive Units(1)	(1)	01/04/2017		A		31,629(2)		(2)	(2)	Common Stock	31,629	$0	180,082	D
Long-Term Incentive Units(1)	(1)	01/04/2017		A		78,495(3)		(3)	(3)	Common Stock	78,495	$0	258,577	D

Explanation of Responses:

1. Long-term incentive units are profits interest units in Digital Realty Trust, L.P., a Maryland limited partnership (the "Operating Partnership"), of which the Issuer is the general partner. Vested profits interestunits may be converted into an equal number of common limited partnership units ("Common Units") in the Operating Partnership subject to the terms of the Operating Partnership's limited partnershipagreement. Common Units are redeemable for cash based on the fair market value of an equivalent numbers of shares of the Issuer's common stock, or, at the election of the Issuer, for an equal number of sharesof 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. Reflects an award initially granted on March 17, 2014 that was subject to a performance-based vesting condition which was determined to be satisfied on January 4, 2017. The number of units reported herein includes 3,716 distribution equivalent units, which vested effective as of December 31, 2016. The remaining 27,913 units are subject to an additional time-based vesting condition, pursuant to which 50% will vest on February 27, 2017 and 50% will vest on February 27, 2018. The vested profits interest units have no expiration date.

3. Reflects an award initially granted on February 11, 2014 that was subject to a performance-based vesting condition which was determined to be satisfied on January 4, 2017. The number of units reported herein includes 9,081 distribution equivalent units, which vested effective as of December 31, 2016. The remaining 69,414 units are subject to an additional time-based vesting condition, pursuant to which 50% will vest on February 27, 2017 and 50% will vest on February 27, 2018. The vested profits interest units have no expiration date.

Remarks:

This statement of changes in beneficial ownership of securities ("Form 4") of the Issuer is being filed to report transactions that are being reported concurrently on a Form 4 for Operating Partnership. The changes in beneficial ownership reported on this Form 4 for the Issuer are as a result of the same transactions reported in the Form 4 for Operating Partnership

	/s/ Salini Nandipati, attorney-in-fact	01/06/2017
	** 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 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).
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