General Atlantic Genpar Form 4 QTS Realty Trust / MANAGEMENT GMBH GAPCO 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^*

GA QTS Interholdco, LLC

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO., LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2015

4. If Amendment, Date of 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

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
Class A Common Stock	06/05/2015		S		2,300,000	D	$35.4275	8,591,145	D(1)(2)(3)(4)(5)(6)

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

1. Name and Address of Reporting Person^*

GA QTS Interholdco, LLC

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO., LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GENERAL ATLANTIC LLC

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO., LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GENERAL ATLANTIC GENPAR, L.P.

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO., LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GENERAL ATLANTIC PARTNERS 85, L.P.

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO., LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GAP COINVESTMENTS III, LLC

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO., LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GAP COINVESTMENTS IV, LLC

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO., LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GAP Coinvestments CDA, L.P.

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO., LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GAPCO GMBH & CO KG

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO., LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GAPCO MANAGEMENT GMBH

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO., LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

General Atlantic Partners 93, L.P.

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO., LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

Explanation of Responses:

1. By GA QTS Interholdco, LLC, a Delaware limited liability company ("GA QTS Interholdco").

2. In connection with an underwritten offering, GA QTS Interholdco sold 2,300,000 shares of Class A common stock, par value $0.01 per share (the "Shares"), of QTS Realty Trust, Inc. (the "Company"), of which General Atlantic Partners 85, L.P., a Delaware limited partnership and member of GA QTS Interholdco ("GAP 85"), disposed of a beneficial interest in 1,911,419 Shares, General Atlantic Partners 93, L.P., a Delaware limited partnership and a member of GA QTS Interholdco ("GAP 93"), disposed of a beneficial interest in 247,116 Shares, GAP Coinvestments III, LLC, a Delaware limited liability company and a member of GA QTS Interholdco ("GAPCO III"), disposed of a beneficial interest in 106,888 Shares, (cont'd in FN 3)

3. (con't from FN 2) GAP Coinvestments IV, LLC, a Delaware limited liability company and a member of GA QTS Interholdco ("GAPCO IV"), disposed of a beneficial interest in 24,325 Shares, GAP Coinvestments CDA, L.P., a Delaware limited partnership and a member of GA QTS Interholdco ("GAPCO CDA"), disposed of a beneficial interest in 5,384 Shares and GAPCO GmbH & Co., KG, a German limited partnership and a member of GA QTS Interholdco ("KG"), disposed of a beneficial interest in 4,868 Shares. With respect to the underwriting discount and commission to be paid by GA QTS Interholdco, the underwriters agreed to reimburse GA QTS Interholdco for certain amounts in connection with the offering.

4. With respect to all of the Shares owned by GA QTS Interholdco, GAP 85 may be deemed to indirectly beneficially own 7,139,689 Shares held by GA QTS Interholdco; GAP 93 may be deemed to indirectly beneficially own 923,048 Shares held by GA QTS Interholdco; GAPCO III may be deemed to indirectly beneficially own 399,255 Shares held by GA QTS Interholdco; (cont'd in FN 5)

5. (cont'd from FN 4) GAPCO IV may be deemed to indirectly beneficially own 90,857 Shares held by GA QTS Interholdco; GAPCO CDA may be deemed to indirectly beneficially own 20,113 Shares held by GA QTS Interholdco; and KG may be deemed to indirectly beneficially own 18,183 Shares held by GA QTS Interholdco.

6. 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. The managing directors of GA LLC control the voting and investment decisions made by GmbH Management.

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.

	/s/ Thomas J. Murphy	06/09/2015
	/s/ Thomas J. Murphy	06/09/2015
	/s/ Thomas J. Murphy	06/09/2015
	/s/ Thomas J. Murphy	06/09/2015
	/s/ Thomas J. Murphy	06/09/2015
	/s/ Thomas J. Murphy	06/09/2015
	/s/ Thomas J. Murphy	06/09/2015
	/s/ Thomas J. Murphy	06/09/2015
	/s/ Thomas J. Murphy	06/09/2015
	/s/ Thomas J. Murphy	06/09/2015
	** Signature of Reporting Person	Date
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