Dupont Fabros Technology Form 4 DUPONT FABROS TECHNOLOGY / Pont Lammot J du 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^*

du Pont Lammot J

(Last) (First) (Middle)

1212 NEW YORK AVENUE, N.W.

SUITE 900

(Street)

WASHINGTON DC 20005

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DUPONT FABROS TECHNOLOGY, INC. [ DFT ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2016

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 Stock								33,972	I	By Corporation
Common Stock								117,870	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
OP Units	(1)	06/08/2016		J(2)			119,000	(3)	(3)	Common Stock	119,000	(2)(3)(4)	1,694,084	I	By LLC
OP Units	(1)							(3)	(3)	Common Stock	204,095		204,095	I	By Corporation
OP Units	(1)							(3)	(3)	Common Stock	1,250,109		1,250,109	D
OP Units	(1)							(3)	(3)	Common Stock	289,025		289,025	I	By LP

Explanation of Responses:

1. "OP Units" represent limited partner interests of DuPont Fabros Technology, L.P., a Maryland limited partnership (the "OP"), the operating partnership of DuPont Fabros Technology, Inc. (the "Issuer"), of which the Issuer is the sole general partner. OP Units are redeemable twelve (12) months from the transaction date pursuant to which the OP units were issued for cash equal to the ten-current market value of one share of the Issuer's common stock, or, at the election of the Issuers, and equal number of shares of the Issuer's common stock.

2. These OP Unites were transferred by an entity controlled by Mr. du Pont to a grantor trust for cash of equal value. The aggregate value was $5,496,610.00, determined by the reference to the midpoint of the reported high and low price of the Issuer's common stock on the NYSE on June 8, 2016, which was $46.19.

3. All of these OP Units are immediately redeemable (subject to certain limitations set forth in agreement of limited partnership of the OP). OP Units have no expiration date.

4. The OP Unites were originally received in exchange for direct or indirect contribution to the OP of certain partnership, membership, or ownership interests in, of property of, certain partnerships or limited liability companies which own, directly or indirectly, certain properties in Illinois, New Jersey, Virginia, and/or the District of Columbia, in connection with the Issuer's initial public offering, the value which was $21.00 per OP Unit based on the price of common stock of the Issuer at the time of the Issuer's public offering.

Remarks:

	\s\ Attorney-in-fact Richard A. Montfort, Jr.	06/10/2016
	** 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).
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