CUSIP No. 74736A103
|
SCHEDULE 13D |
Page 2 of 17
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GA QTS Interholdco, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
1,738,895
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
1,738,895
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,738,895
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 74736A103
|
SCHEDULE 13D |
Page 3 of 17
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
1,738,895
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
1,738,895
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,738,895
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 74736A103
|
SCHEDULE 13D |
Page 4 of 17
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic GenPar, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
1,738,895
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
1,738,895
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,738,895
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 74736A103
|
SCHEDULE 13D |
Page 5 of 17
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 85, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
1,738,895
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
1,738,895
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,738,895
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 74736A103
|
SCHEDULE 13D |
Page 6 of 17
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 93, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
1,738,895
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
1,738,895
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,738,895
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 74736A103
|
SCHEDULE 13D |
Page 7 of 17
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestments III, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
1,738,895
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
1,738,895
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,738,895
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 74736A103
|
SCHEDULE 13D |
Page 8 of 17
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestments IV, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
1,738,895
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
1,738,895
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,738,895
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 74736A103
|
SCHEDULE 13D |
Page 9 of 17
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestments CDA, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
1,738,895
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
1,738,895
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,738,895
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 74736A103
|
SCHEDULE 13D |
Page 10 of 17
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAPCO GmbH & Co. KG
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
1,738,895
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
1,738,895
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,738,895
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 74736A103
|
SCHEDULE 13D |
Page 11 of 17
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAPCO Management GmbH
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
1,738,895
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
1,738,895
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,738,895
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 74736A103
|
SCHEDULE 13D |
Page 12 of 17
|
CUSIP No. 74736A103
|
SCHEDULE 13D |
Page 13 of 17
|
CUSIP No. 74736A103
|
SCHEDULE 13D |
Page 14 of 17
|
|
Exhibit 10:
|
Underwriting Agreement, dated as of November 24, 2015, by and among QTS Realty Trust, Inc., QualityTech, LP, GA QTS Interholdco, LLC and Credit Suisse Securities (USA) Inc., as underwriter (incorporated by reference from Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 30, 2015).
|
Exhibit 11:
|
Lock-Up Agreement, dated as of November 24, 2015, by and among GA QTS Interholdco, LLC and the representatives of the underwriters named therein.
|
CUSIP No. 74736A103
|
SCHEDULE 13D
|
Page 15 of 17
|
|
GA QTS INTERHOLDCO, LLC
|
|
||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Thomas J. Murphy
|
|
|
|
|
Name:
|
Thomas J. Murphy
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
||
|
GENERAL ATLANTIC LLC
|
|
||
|
|
|
|
|
|
By:
|
/s/ Thomas J. Murphy
|
|
|
|
|
Name:
|
Thomas J. Murphy
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
||
|
GENERAL ATLANTIC GENPAR, L.P.
|
|
||
|
|
|
|
|
|
By:
|
General Atlantic LLC,
|
|
|
|
|
Its general partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ Thomas J. Murphy
|
|
|
|
|
Name:
|
Thomas J. Murphy
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
CUSIP No. 74736A103
|
SCHEDULE 13D
|
Page 16 of 17
|
|
GENERAL ATLANTIC PARTNERS 85, L.P.
|
|
||
|
|
|
|
|
|
By:
|
General Atlantic GenPar, L.P.,
|
|
|
|
|
Its general partner
|
|
|
|
|
|
|
|
|
By:
|
General Atlantic LLC,
|
|
|
|
|
Its general partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ Thomas J. Murphy
|
|
|
|
|
Name:
|
Thomas J. Murphy
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
||
|
GENERAL ATLANTIC PARTNERS 93, L.P.
|
|
||
|
|
|
|
|
|
By:
|
General Atlantic GenPar, L.P.,
|
|
|
|
|
Its general partner
|
|
|
|
|
|
|
|
|
By:
|
General Atlantic LLC,
|
|
|
|
|
Its general partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ Thomas J. Murphy
|
|
|
|
|
Name:
|
Thomas J. Murphy
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
CUSIP No. 74736A103
|
SCHEDULE 13D
|
Page 17 of 17
|
|
GAP COINVESTMENTS III, LLC
|
|
||
|
|
|
|
|
|
By:
|
General Atlantic LLC,
|
|
|
|
|
Its managing member
|
|
|
|
|
|
|
|
|
By:
|
/s/ Thomas J. Murphy
|
|
|
|
|
Name:
|
Thomas J. Murphy
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
|
|
GAP COINVESTMENTS IV, LLC
|
|
||
|
|
|
|
|
|
By:
|
General Atlantic LLC,
|
|
|
|
|
Its managing member
|
|
|
|
|
|
|
|
|
By:
|
/s/ Thomas J. Murphy
|
|
|
|
|
Name:
|
Thomas J. Murphy
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
||
|
GAP COINVESTMENTS CDA, L.P.
|
|
||
|
|
|
|
|
|
By:
|
General Atlantic LLC,
|
|
|
|
|
Its general partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ Thomas J. Murphy
|
|
|
|
|
Name:
|
Thomas J. Murphy
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
||
|
GAPCO GMBH & CO. KG
|
|
||
|
|
|
|
|
|
By:
|
GAPCO Management GmbH,
|
|
|
|
|
Its general partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ Thomas J. Murphy
|
|
|
|
|
Name:
|
Thomas J. Murphy
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
|
|
GAPCO MANAGEMENT GMBH
|
|
||
|
|
|
|
|
|
By:
|
/s/ Thomas J. Murphy
|
|
|
|
|
Name:
|
Thomas J. Murphy
|
|
|
|
Title:
|
Managing Director
|
|
— | Sell or Offer to Sell any Shares or Related Securities currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned, |
— | enter into any Swap, |
— | make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or |
— | publicly announce any intention to do any of the foregoing. |
— | each transferee executes and delivers to the Underwriter an agreement in form and substance reasonably satisfactory to the Underwriter stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such Shares and/or Related Securities, engage in any Swap or engage in any other activities restricted under this letter agreement except in accordance with this letter agreement (as if such transferee had been an original signatory hereto), and |
— | prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such transfer other than a filing on Form 5 made when required or Form 4, if required, in connection with the transfer to the subsidiary, partners, members or stockholders of such entity. |
/s/ Thomas J. Murphy
|
|
|||
Signature
|
|
|||
|
|
Thomas J. Murphy
|
|
|||
Printed Name of Person Signing
|
|
|||
(Indicate capacity of person signing if
signing as custodian or trustee, or on behalf of an entity) |
|
— | “Call Equivalent Position” shall have the meaning set forth in Rule 16a-1(b) under the Exchange Act. |
— | “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. |
— | “Family Member” shall mean any individual related to the undersigned by blood, marriage or adoption, not more remote than first cousin. |
— | “Lock-up Period” shall mean the period beginning on the date hereof and continuing through the close of trading on the date that is 60 days after the date of the Prospectus (as defined in the Underwriting Agreement). |
— | “Put Equivalent Position” shall have the meaning set forth in Rule 16a-1(h) under the Exchange Act. |
— | “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for or convertible into Shares (including, without limitation, the OP Units (as defined in the Underwriting Agreement)). |
— | “Securities Act” shall mean the Securities Act of 1933, as amended. |
— | “Sell or Offer to Sell” shall mean to: |
1. | – | sell, offer to sell, grant any option to purchase, contract to sell or lend, |
2. | – | effect any short sale or establish or increase a Put Equivalent Position or liquidate or decrease any Call Equivalent Position, |
3. | – | pledge, hypothecate or grant any security interest in, or |
4. | – | in any other way transfer or dispose of, |
— | “Swap” shall mean any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise. |