| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol QTS Realty Trust, Inc. [ QTS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | A | 34,615(1) | A | $0.00 | 72,468 | D | |||
| Class A Common Stock | 08/31/2021 | D | 72,468 | D | (2) | 0.00 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Employee stock option (right to buy) | $50.66 | 08/31/2021 | D | 7,239 | (3) | 03/07/2027 | Class A common stock | 7,239 | $27.34 | 0.00 | D | ||||
| Employee stock option (right to buy) | $34.03 | 08/31/2021 | D | 12,666 | (4) | 03/07/2028 | Class A common stock | 12,666 | $43.97 | 0.00 | D | ||||
| Employee stock option (right to buy) | $34.03 | 08/31/2021 | D | 26,590 | (5) | 03/08/2028 | Class A common stock | 26,590 | $43.97 | 0.00 | D | ||||
| Explanation of Responses: |
| 1. On March 5, 2019, March 6, 2020 and March 5, 2021, the reporting person was granted, as applicable, performance-based restricted share units ("RSUs") eligible to be earned based on Operating Funds From Operations per diluted share of the Issuer over a performance period and RSUs eligible to be earned based on relative total stockholder return over a performance period. In connection with the Merger (as defined below), the Compensation Committee certified the degree to which the performance measures were achieved for awards for which performance had not previously been certified and pursuant to the Merger Agreement (as defined below). Such RSUs (including dividend equivalent rights accrued thereon) became fully vested in accordance with their terms in connection with the Merger. |
| 2. Includes Class A common stock disposed of, and vested RSUs 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, 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 unit, as applicable, without interest, less any applicable withholding. |
| 3. These options to purchase shares of Class A common stock were granted under the QTS Realty Trust, Inc. Equity Incentive Plan (the "Plan") and vested ratably over four years beginning on the first anniversary of the date of grant and each quarter thereafter. 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. |
| 4. These options to purchase shares of Class A common stock were granted under the Plan and vested ratably over three years beginning on the first anniversary of the date of grant and each quarter thereafter. 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. |
| 5. These options to purchase shares of Class A common stock were granted under the Plan, all of which vested two years 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. |
| Remarks: |
| /s/ Aga Carpenter, as attorney in fact for Steven C. Bloom | 09/02/2021 | |
| ** 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. | ||
| 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. | ||
