| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 03/26/2015 | 3. Issuer Name and Ticker or Trading Symbol DUPONT FABROS TECHNOLOGY, INC. [ DFT ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 80,373(1) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Performance Stock Units | (2) | 03/01/2016 | Common Stock | 5,864 | (3) | D | |
| Performance Stock Units | (2) | 03/01/2017 | Common Stock | 11,728 | (4) | D | |
| Performance Stock Units | (2) | 03/16/2018 | Common Stock | 9,271 | (5) | D | |
| Non-qualified Stock Option | (6) | 02/26/2019 | Common Stock | 22,593 | 5.06 | D | |
| Non-qualified Stock Option | (7) | 02/25/2020 | Common Stock | 1 | 19.89 | D | |
| Non-qualified Stock Option | (8) | 02/24/2021 | Common Stock | 19,166 | 23.79 | D | |
| Non-qualified Stock Option | (9) | 02/22/2022 | Common Stock | 15,353 | 22.57 | D | |
| Non-qualified Stock Option | (10) | 02/21/2023 | Common Stock | 18,714 | 22.62 | D | |
| Explanation of Responses: |
| 1. 64,149 shares are restricted and subject to forfeiture until vested. |
| 2. These Performance stock units are issued under the Company's 2011 Equity Incentive Plan. Each unit represents the right to receive one share of the underlying security at a date in the future, subject to adjustment pursuant to the terms of the award. |
| 3. These restricted stock units are subject to performance-based vesting conditions and shall vest if (a) the Reporting Person remains in continuous service with the Company from the grant date until March 1,2016, and (b) the total shareholder return of the Company's common stock (the "Company TSR") for a 3-year performance period that commenced on January 1, 2013, meets or exceeds the return of the MSCI US REIT Index for the 3-year performance period. |
| 4. These restricted stock units are subject to performance-based vesting conditions and shall vest if (a) the Reporting Person remains in continuous service with the Company from the grant date until March 1,2017, and (b) with respect to one-half of the award the Company TSR for a 3-year Performance Period that commenced on January 1, 2014 (the "January 1, 2014 Performance Period"), meets or exceeds the return of the MSCI US REIT Index for the 3-year performance period, and (c) with respect to the remaining half of the award, the Company TSR for the January 1, 2014 Performance Period meets or exceeds the return of an index of publicly-traded data center companies for the 3 year performance period. |
| 5. These restricted stock units are subject to performance-based vesting conditions and shall vest if (a) the Reporting Person remains in continuous service with the Company from the grant date until March 1,2018, and (b) with respect to one-half of the award the Company TSR for a 3-year Performance Period that commenced on January 1, 2015 (the " January 1, 2015 Performance Period"), meets or exceeds the return of the MSCI US REIT Index for the 3-year performance period, and (c) with respect to the remaining half of the award, the Company TSR for the January 1, 2015 Performance Period meets or exceeds the return of an index of publicly-traded data center companies for the 3 year performance period. |
| 6. Stock option vests one third on each of March 1, 2010, 2011, and 2012. |
| 7. Stock option vests one third on each of March 1, 2011, 2012, and 2013. |
| 8. Stock option vests one third on each of March 1, 2012, 2013, and 2014. |
| 9. Stock option vests one third on each of March 1, 2013, 2014, and 2015. |
| 10. Stock option vests one third on each of March 1, 2014, 2015, and 2016. |
| Remarks: |
| \s\ Richard A. Montfort, Jr | 04/03/2015 | |
| ** 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 5 (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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
