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*
SHAM EDWARD F

(Last) (First) (Middle)
560 MISSION STREET
SUITE 2900

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Digital Realty Trust, L.P. [ NONE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President, Controller
3. Date of Earliest Transaction (Month/Day/Year)
05/10/2010
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
Common Units 05/10/2010 M(1) 20,000 A (2) 20,000 D
Common Units 05/10/2010 M 20,000 D (2) 0 D
Common Units 05/11/2010 M(5) 4,203 A (2) 4,203 D
Common Units 05/11/2010 M 4,203 D (2) 0 D
Common Units 05/11/2010 M(6) 4,247 A (7) 4,247 D
Common Units 05/11/2010 M 4,247 D (7) 0 D
Common Units 09/03/2010 M(8) 2,689 A (2) 2,689 D
Common Units 09/03/2010 M 2,689 D (2) 0 D
Common Units 09/03/2010 M(9) 811 A (7) 811 D
Common Units 09/03/2010 M 811 D (7) 0 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 C Profits Interest Units(2) (3) 05/10/2010 M(1) 20,000 (2) (4) Common Units 20,000 $0 20,339 D
Class C Profits Interest Units(2) (3) 05/11/2010 M(5) 4,203 (2) (4) Common Units 4,203 $0 16,136 D
Long-Term Incentive Units(7) (3) 05/11/2010 M(6) 4,247 (7) (4) Common Units 4,247 $0 15,200 D
Class C Profits Interest Units(2) (3) 09/03/2010 M(8) 2,689 (2) (4) Common Units 2,689 $0 13,447 D
Long-Term Incentive Units(7) (3) 09/03/2010 M(9) 811 (7) (4) Common Units 811 $0 14,389 D
Explanation of Responses:
1. Edward Sham converted 20,000 Class C Profits Interest Units ("Class C Units") into common limited partnership units ("Common Units") of Digital Realty Trust, L.P., a Maryland Limited Partnership (the "Issuer"), and subsequently redeemed the 20,000 Common Units for 20,000 shares of the common stock of Digital Realty Trust, Inc. (the "General Partner"), all in accordance with the requirements of the Limited Partnership Agreement of the Issuer.
2. Class C Units are membership interests in the Issuer of which the General Partner is the general partner. Class C Units that have satisfied the performance condition and achieved full parity with Common Units receive the same quarterly distributions as Common Units, and may be converted into an equal number of Common Units on a one-for-one basis at any time. Common Units will be redeemable for cash based on the fair market value of an equivalent number of shares of the General Partner's common stock, or, at the election of the General Partner, for an equal number of shares of the General Partner's common stock. The Class C Units have achieved full parity with Common Units.
3. 1 for 1.
4. N/A
5. Edward Sham converted 4,203 Class C Units into Common Units of the Issuer, and subsequently redeemed the 4,203 Common Units for 4,203 shares of the common stock of the General Partner, all in accordance with the requirements of the Limited Partnership Agreement of the Issuer.
6. Edward Sham converted 4,247 long-term incentive units into Common Units of the Issuer, and subsequently redeemed the 4,247 Common Units for 4,247 shares of the common stock of the General Partner, all in accordance with the requirements of the Limited Partnership Agreement of the Issuer.
7. Long-term incentive units are profits interest units in the Issuer. Vested profits interest units may be converted into an equal number of Common Units in the Issuer on a one-for-one basis at any time. Common Units are redeemable for cash based on the fair market value of an equivalent number of shares of the General Partner's common stock, or, at the election of the General Partner, for an equal number of shares of the General Partner's common stock, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified extraordinary distributions or similar events.
8. Edward Sham converted 2,689 Class C Units into Common Units of the Issuer, and subsequently redeemed the 2,689 Common Units for 2,689 shares of the common stock of the General Partner, all in accordance with the requirements of the Limited Partnership Agreement of the Issuer.
9. Edward Sham converted 811 long-term incentive units into Common Units of the Issuer, and subsequently redeemed the 811 Common Units for 811 shares of the common stock of the General Partner, all in accordance with the requirements of the Limited Partnership Agreement of the Issuer.
Remarks:
This statement of changes in beneficial ownership ("Form 4") of securities of Digital Realty Trust, L.P. (the "Issuer") is being filed to report a transaction(s) that is also being reported concurrently or was previously reported on a Form 4 for Digital Realty Trust, Inc. (the "General Partner"). The change(s) in beneficial ownership reported on this Form 4 for the Issuer are as a result of the same transaction(s) reported in the Forms 4 for the General Partner. As required by Rule 16a-2(a), this Form 4 includes all transactions in the equity securities of the Issuer by the reporting person in the six months preceding September 3, 2010.
/s/ Barbara Polster, attorney-in-fact 09/08/2010
** 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).
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