Joshua A. Mills Form 4 Digital Realty Trust / Joshua A. Mills 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^*

Mills Joshua A.

(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, L.P. [ DLR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP & General Counsel

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
Common Units	01/04/2017		M(1)		5,649	A	(2)	5,649	D
Common Units	01/05/2017		M(1)		3,590	A	(2)	9,239	D
Common Units	01/04/2017		M		5,649	D	(2)	3,590	D
Common Units	01/05/2017		M		3,590	D	(2)	0	D

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(2)	(2)	01/04/2017		A		29,435(3)		(3)	(3)	Common Units	29,435	$0	61,967	D
Long-Term Incentive Units(2)	(2)	01/04/2017		M			5,649	(2)	(4)	Common Units	5,649	$0	56,318	D
Long-Term Incentive Units(2)	(2)	01/05/2017		M			3,590	(2)	(4)	Common Units	3,590	$0	52,728	D

Explanation of Responses:

1. The reporting person converted long-term incentive units into common limited partnership units ("Common Units") of the Issuer and subsequently redeemed the Common Units for shares of the common stock of Digital Realty Trust, Inc., a Maryland corporation and the general partner of the Issuer (the "General Partner"), all in accordance with the requirements of the Limited Partnership Agreement of the Issuer

2. Long-term incentive units are profits interest units in the Issuer, of which Digital Realty Trust, Inc. ("General Partner") is the general partner. Vested profits interest units may be converted into an equal number of Common Units in the Issuer subject to the terms of the Issuer's limited partnership agreement. Common Units are redeemable for cash based on the fair market value of an equivalent numbers of shares of the General Partner's common stock, or, at the election of the General Partner, for an equal number of shares of the General Partner's common stock, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified extraordinary distributions or similar events.

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 3,405 distribution equivalent units, which vested effective as of December 31, 2016. The remaining 26,030 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.

4. N/A

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 the General Partner. 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 the General Partner.

	/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.
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