Qts Realty Trust (QTS) Form 4 QTS Realty Trust / Catherine R Kinney 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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X

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^*

Kinney Catherine R

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2021

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	08/31/2021		D		19,185(1)	D	(1)	0.00	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	(2)	08/16/2021		G	V		5,135	(2)(3)	(2)	Class A commmon stock	5,135	(2)	0.00	D
Class A units of Operating Partnership	(2)	08/16/2021		G	V	5,135		(2)(3)	(2)	Class A common stock	5,135	(2)	5,135	I	Footnote(3)
Class A units of Operating Partnership	(2)	08/31/2021		D			5,135	(2)(4)	(2)	Class A common stock	5,135	(4)	0.00	I	Footnote(5)
Employee Stock Option (Right to Buy)	$59.06	08/31/2021		D			11,224	(6)	03/05/2031	Class A Common Stock	11,224	$18.94	0.00	D
Employee Stock Option (Right to Buy)	$56.84	08/31/2021		D			13,637	(7)	03/06/2030	Class A Common Stock	13,637	$21.16	0.00	D
Employee stock option (right to buy)	$50.66	08/31/2021		D			9,520	(8)	03/07/2027	Class A common stock	9,520	$27.34	0.00	D
Employee stock option (right to buy)	$45.78	08/31/2021		D			5,420	(9)	03/02/2026	Class A Common Stock	5,420	$32.22	0.00	D
Employee stock option (right to buy)	$42.01	08/31/2021		D			17,355	(10)	03/05/2029	Class A common stock	17,355	$35.99	0.00	D
Employee Stock option (right to buy)	$36.54	08/31/2021		D			21,118	(11)	03/03/2025	Class A common stock	21,118	$41.46	0.00	D
Employee stock option (right to buy)	$34.03	08/31/2021		D			10,126	(12)	03/07/2028	Class A common stock	10,126	$43.97	0.00	D
Employee Stock option (right to buy)	$25.51	08/31/2021		D			30,425	(13)	03/05/2024	Class A common stock	30,425	$52.49	0.00	D

Explanation of Responses:

1. Includes Class A common stock and deferred share units ("DSUs") granted under the QTS Realty Trust, Inc. 2013 Equity Incentive Plan (the "Plan") that represented the contingent right to receive one share of Class A common stock and vesting of the DSU one year after the date of grant. Each DSU (and any accrued dividend equivalents related thereto) vested in connection with the Merger (as defined herein). All Class A common stock was disposed of, and vested DSUs were cancelled, pursuant to the merger of the Issuer with and into Volt Lower Holdings LLC (the "Merger") pursuant to the terms of the Agreement and Plan of Merger, dated as of June 7, 2021, among the Issuer, QualityTech, LP (the "Operating Partnership"), Volt Upper Holdings LLC, Volt Lower Holdings LLC, and Volt Acquisition LP (the "Merger Agreement") in exchange for $78.00 in cash per share (or share under such DSU), without interest, less any applicable withholding.

2. Class A units were redeemable for cash or, at the Operating Partnership's election, shares of the Issuer's Class A common stock on a one-for-one basis. Following the Merger, the Class A units are exchangeable for Class I Units of BREIT Operating Partnership L.P. ("BREIT OP") beginning five years after the effective time of the Merger, subject to certain conditions and into a number of such Class I Units as determined pursuant to the partnership agreement of the Operating Partnership, as amended, and the partnership agreement of BREIT OP.

3. The units were gifted to a trust of which Ms. Kinney is a trustee.

4. These Class A units were retained by the reporting person in connection with the transactions contemplated by the Merger Agreement.

5. The units are held by a trust of which Ms. Kinney is a trustee.

6. These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $18.94, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.

7. These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $21.16, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.

8. These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $27.34, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.

9. These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $32.22, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.

10. These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $35.99, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.

11. These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $41.46, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.

12. These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $43.97, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.

13. These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $52.49, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.

Remarks:

	Aga Carpenter, as attorney in fact for Catherine R. Kinney	09/02/2021
	** Signature of Reporting Person	Date
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