Williams Chad L. Form 4 QTS Realty Trust / Chad L. Williams 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^*

Williams Chad L.

(Last)

(First)

(Middle)

C/O QTS REALTY TRUST, INC.

12851 FOSTER STREET

(Street)

OVERLAND PARK

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
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/20/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/20/2021		C		1,100	A	⁽¹⁾	226,727	D
Class A Common Stock	04/20/2021		S		1,100⁽²⁾	D	$67.07⁽³⁾	225,627	D
Class A Common Stock	04/20/2021		M		23	A	⁽⁴⁾	3,436	I	Footnote⁽⁵⁾
Class A Common Stock	04/21/2021		C		15,250	A	⁽¹⁾	240,877	D
Class A Common Stock	04/21/2021		S		15,250⁽²⁾	D	$67.0919⁽⁶⁾	225,627	D
Class A Common Stock	04/21/2021		M		312	A	⁽⁴⁾	3,748	I	Footnote⁽⁵⁾
Class A Common Stock	04/22/2021		C		6,330	A	⁽¹⁾	231,957	D
Class A Common Stock	04/22/2021		S		6,330⁽²⁾	D	$67.0814⁽⁷⁾	225,627	D
Class A Common Stock	04/22/2021		M		130	A	⁽⁴⁾	3,878	I	Footnote⁽⁵⁾
Class A Common Stock								41,145	I	Footnote⁽⁸⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A units of Operating Partnership	⁽⁹⁾	04/20/2021		C			1,100	⁽⁹⁾	⁽⁹⁾	Class A common stock	1,100	⁽⁹⁾	82,667	I	Footnote⁽⁵⁾
Class B Common Stock	⁽⁴⁾	04/20/2021		M			23	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	23	⁽⁴⁾	124,972	I	Footnote⁽⁵⁾
Class A units of Operating Partnership	⁽⁹⁾	04/21/2021		C			15,250	⁽⁹⁾	⁽⁹⁾	Class A common stock	15,250	⁽⁹⁾	67,417	I	Footnote⁽⁵⁾
Class B Common Stock	⁽⁴⁾	04/21/2021		M			312	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	312	⁽⁴⁾	124,660	I	Footnote⁽⁵⁾
Class A units of Operating Partnership	⁽⁹⁾	04/22/2021		C			6,330	⁽⁹⁾	⁽⁹⁾	Class A common stock	6,330	⁽⁹⁾	61,087	I	Footnote⁽⁵⁾
Class B Common Stock	⁽⁴⁾	04/22/2021		M			130	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	130	⁽⁴⁾	124,530	I	Footnote⁽⁵⁾
Class A Units of Operating Partnership	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Class A Common Stock	6,041,200		6,041,200	I	Footnote⁽¹⁰⁾

Explanation of Responses:

1. Shares of Class A common stock were acquired upon Mr. Williams' redemption of Class A units of the Operating Partnership. Class A units 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 sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.00 to $67.20, 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.

4. The Class B common stock converted automatically into shares of Class A common stock upon the redemption of certain Class A units of the Operating Partnership of QTS Realty Trust, Inc.

5. Securities held by a family limited liability company of which Mr. Williams is the manager.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.00 to $67.22, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.00 to $67.27, 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. Securities held by three separate Trusts of which Mr. Williams is the trustee.

9. Class A units 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.

10. Securities are held by 13 separate family trusts of which Mr. Williams is the trustee and 2 separate family limited liability companies over which Mr. Williams has managerial authority.

Remarks:

The Sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person. The Sales represent approximately .0030% of the total amount of QTS securities owned by Mr. Williams prior to this reported transaction, inclusive of vested and unvested shares of Class A Common Stock, Class B Common Stock, Employee stock options (right to buy), target Performance-Based FFO Units and Performance-Based Relative TSR Units (to be granted upon performance metrics being met), and Class A units of Operating Partnership.

	/s/ Aga Carpenter, as attorney in fact for Chad L. Williams	04/22/2021
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Williams Chad L. Form 4QTS Realty Trust / Chad L. Williams ownership change