SEC FORM 4

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^*

du Pont Lammot J

(Last)

(First)

(Middle)

1212 NEW YORK AVENUE, N.W.

SUITE 900

(Street)

WASHINGTON

20005

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DUPONT FABROS TECHNOLOGY, INC. [ DFT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2016

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)
Common Stock	06/01/2016		A		3,760⁽¹⁾	A	$0	119,313	D
Common Stock	06/01/2016		F⁽²⁾		1,443	D	$42.55	117,870	D
Common Stock								33,972	I	By Corporation

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)
OP Units	⁽³⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	1,813,084		1,813,084	I	By LLC
OP Units	⁽³⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	204,095		204,095	I	By Corporation
OP Units	⁽³⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	1,250,109		1,250,109	D
OP Units	⁽³⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	289,025		289,025	I	By LP

Explanation of Responses:

1. On June 1, 2016, pursuant to the Issuer's compensation policy for the Chairman of the Board, the Compensation Committee granted to the Reporting Person of an award of common stock in an amount equal to $80,000. The number of shares of common stock granted for the award described above was based on the average of the opening and closing price per share of the Issuer's common stock on June 1, 2016, or $42.55.

2. Shares withheld by Issuer to satisfy minimum statutory withholding requirements on award of stock.

3. "OP Units" represent limited partner interests of DuPont Fabros Technology, L.P., a Maryland limited partnership (the "OP"), the operating partnership of DuPont Fabros Technology, Inc. (the "Issuer"), of which the Issuer is the sole general partner. OP Units are redeemable twelve (12) months from the transaction date pursuant to which the OP units were issued for cash equal to the ten-current market value of one share of the Issuer's common stock, or, at the election of the Issuers, and equal number of shares of the Issuer's common stock.

4. All of these OP Units are immediately redeemable (subject to certain limitations set forth in agreement of limited partnership of the OP). OP Units have no expiration date.

Remarks:

	\s\ Attorney-in-fact Richard A. Montfort, Jr.	06/02/2016
	** 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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