Qts Realty Trust (QTS) Form 4 QTS Realty Trust / Shirley E. Goza 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^*

Goza Shirley E.

(Last) (First) (Middle)

C/O QTS REALTY TRUST, INC.

12851 FOSTER STREET

(Street)

OVERLAND PARK KS 66213

(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	10% Owner
X	Officer (give title below)	Other (specify below)
Secretary

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2020

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
Class A Common Stock	03/04/2020		C		1,646	A	(1)	37,385	D
Class A Common Stock	03/04/2020		S		1,646	D	$60.0331(2)	35,739	D
Class A Common Stock	03/04/2020		M		6,317	A	$35.81(3)	42,056	D
Class A Common Stock	03/04/2020		S		6,317	D	$59.84	35,739	D
Class A Common Stock	03/04/2020		M		8,424	A	$34.03(4)	44,163	D
Class A Common Stock	03/04/2020		S		8,424	D	$59.9806(5)	35,739	D
Class A Common Stock	03/04/2020		M		6,659	A	$21(6)	42,398	D
Class A Common Stock	03/04/2020		S		6,659	D	$59.9085(7)	35,739	D
Class A Common Stock	03/04/2020		S		16,314	D	$59.8384(8)	19,425	D
Class A Common Stock	03/05/2020		F		884(9)	D	$60.07	18,541	D
Class A Common Stock	03/06/2020		A		9,847(10)	A	$0.00	28,388	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
Class A Units of Operating Partnership	(1)	03/04/2020		C			1,646	(1)	(1)	Class A Common Stock	1,646	(1)	10,000	D
Stock Option (Right to Buy)	$35.81	03/04/2020		M			6,317	(3)	02/27/2025	Class A Common Stock	6,317	$35.81	0.00	D
Stock Option (Right to Buy)	$34.03	03/04/2020		M			8,424	(4)	03/07/2028	Class A Common Stock	8,424	$34.03	4,242	D
Stock Option (Right to Buy)	$21	03/04/2020		M			6,659	(6)	10/15/2023	Class A Common Stock	6,659	$0.00	0.00	D

Explanation of Responses:

1. Class A units of Operating Partnership are redeemable for cash or, at the operating partnership's election, shares of the Company's Class A common stock on a one-for-one basis, beginning November 1, 2014, which was one year following the beginning of the first full calendar month following the closing of the Company's initial public offering.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.99 to $60.04, inclusive. The reporting person undertakes to provide to QTS Realty Trust, Inc., any security holder of QTS Realty Trust, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Footnote (2).

3. 6,317 shares of Class A common stock were acquired upon Mrs. Goza's exercise of options to purchase shares of Class A common stock, granted on February 27, 2015 under the QTS Realty Trust, Inc. 2013 Equity Compensation Plan. The options vest over a four year period beginning on the first anniversary of the date of grant and at the end of each calendar quarter thereafter.

4. 8,424 shares of Class A common stock were acquired upon Mrs. Goza's exercise of options to purchase shares of Class A common stock, granted on March 7, 2018 under the QTS Realty Trust, Inc. 2013 Equity Compensation Plan. The options vest over a three year period beginning on the first anniversary of the date of grant and at the end of each calendar quarter thereafter.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.97 to $60.035, inclusive. The reporting person undertakes to provide to QTS Realty Trust, Inc., any security holder of QTS Realty Trust, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Footnote (5).

6. 6,659 shares of Class A common stock were acquired upon Mrs. Goza's exercise of options to purchase shares of Class A common stock, granted on October 15, 2013 under the QTS Realty Trust, Inc. 2013 Equity Compensation Plan. The options vest over a four year period beginning on the first anniversary of the date of grant and at the end of each calendar quarter thereafter.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.84 to $59.98, inclusive. The reporting person undertakes to provide to QTS Realty Trust, Inc., any security holder of QTS Realty Trust, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Footnote (7).

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.27 to $60.25, inclusive. The reporting person undertakes to provide to QTS Realty Trust, Inc., any security holder of QTS Realty Trust, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Footnote (8).

9. Reflects shares surrendered to the Issuer to satisfy tax withholding obligation in connection with the vesting of restricted shares.

10. These restricted shares were granted under the QTS Realty Trust, Inc. 2013 Equity Incentive Plan (the "Plan") and vest over three years beginning on the first anniversary of the date of grant and each quarter thereafter.

Remarks:

	Aga Carpenter, as attorney in fact for Goza Shirley E.	03/06/2020
	** 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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