EX-4.1 3 a18-15457_7ex4d1.htm EX-4.1

Exhibit 4.1

 

FORM OF CERTIFICATE FOR SHARES OF

6.50% SERIES B CUMULATIVE CONVERTIBLE PERPETUAL PREFERRED STOCK

 

Number                         

 

                         Shares

 

 

CUSIP 74736A301

 

SEE REVERSE FOR CERTAIN DEFINITIONS AND RESTRICTIONS

 

QTS REALTY TRUST, INC.

 

a Corporation Formed Under the Laws of the State of Maryland

 

THIS CERTIFIES THAT

 

is the owner of                                                                                  

 

FULLY PAID AND NONASSESSABLE SHARES OF 6.50% SERIES B CUMULATIVE CONVERTIBLE PERPETUAL PREFERRED STOCK, LIQUIDATION PREFERENCE $100.00 PER SHARE, $0.01 PAR VALUE PER SHARE, OF

 

QTS REALTY TRUST, INC.

 

(the “Corporation”), transferable on the books of the Corporation by the registered holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Articles of Amendment and Restatement of the Corporation (the “Charter”) and the Second Amended and Restated Bylaws of the Corporation and any amendments thereto. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.

 

 

 

Dated:

 

 

 

 

 

 

 

 

 

 

Secretary

 

President

 

Countersigned and Registered:

 

Computershare Trust Company, N.A.

Transfer Agent and Registrar

 


 

QTS REALTY TRUST, INC.

 

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

 

TEN COM
TEN ENT
JT TEN

 

-as tenants in common
-as tenants by the entireties
-as joint tenants with right of survivorship

 

UNIF GIFT MIN ACT-

 

                     Custodian                     

(Cust)                             (Minor)
under Uniform Gifts to Minors

Act of                                       

(State)

 

Additional abbreviations may also be used though not in the above list.

 

THE SHARES OF 6.50% SERIES B CUMULATIVE CONVERTIBLE PERPETUAL PREFERRED STOCK, $0.01 PAR VALUE PER SHARE (THE “SERIES B PREFERRED STOCK”), HAVE THE POWERS, DESIGNATIONS, PREFERENCES, AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AS PROVIDED IN THE ARTICLES SUPPLEMENTARY RELATING TO THE SERIES B PREFERRED STOCK (THE “ARTICLES SUPPLEMENTARY”), IN ADDITION TO THOSE SET FORTH IN THE ARTICLES OF AMENDMENT AND RESTATEMENT AND SECOND AMENDED AND RESTATED BYLAWS OF THE CORPORATION.

 

EACH HOLDER SHALL HAVE THE RIGHT, AT SUCH HOLDER’S OPTION, AT ANY TIME, TO CONVERT ALL OR ANY PORTION OF SUCH HOLDER’S SERIES B PREFERRED STOCK INTO SHARES OF CLASS A COMMON STOCK, $0.01 PAR VALUE PER SHARE, OF THE CORPORATION (“COMMON STOCK”), AS PROVIDED IN THE ARTICLES SUPPLEMENTARY. ON OR AFTER JULY 20, 2023, THE CORPORATION MAY, AT ITS OPTION, AT ANY TIME OR FROM TIME TO TIME, CAUSE SOME OR ALL OF THE SERIES B PREFERRED STOCK TO BE CONVERTED INTO SHARES OF CLASS A COMMON STOCK, SUBJECT TO CERTAIN CONDITIONS AS PROVIDED IN THE ARTICLES SUPPLEMENTARY. THE PRECEDING DESCRIPTION IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE ARTICLES SUPPLEMENTARY, THE ARTICLES OF AMENDMENT AND RESTATEMENT AND SECOND AMENDED AND RESTATED BYLAWS OF THE CORPORATION.

 

For Value Received,                      hereby sell, assign and transfer unto

 

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

 

 

 

(Please Print or Typewrite Name and Address Including Zip Code, of Assignee)

 

Shares of the 6.50% Series B Cumulative Convertible Perpetual Preferred Stock, $0.01 par value per share, of the Corporation represented by the within Certificate, and do hereby irrevocably constitute and appoint                                                         attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

 


 

 

 

 

 

Dated:

 

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

 

 

 

 

Signature(s) Guaranteed

 

 

 

 

 

 

 

 

By

 

 

 

 

 

 

 

 

 

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15 

 

 

 

 

The shares represented by this certificate are subject to restrictions on Beneficial Ownership, Constructive Ownership and Transfer. Subject to certain further restrictions and except as expressly provided in the Corporation’s Charter, (i) no Person may Beneficially Own or Constructively Own shares of the Corporation’s Common Stock in excess of 7.5% (in value or number of shares, whichever is more restrictive) of the outstanding shares of Common Stock of the Corporation, other than (A) an Excepted Holder, or (B) a Designated Investment Entity; (ii) no Person may Beneficially Own or Constructively Own shares of the Corporation’s Preferred Stock of the Corporation in excess of 7.5% (in value or number of shares, whichever is more restrictive) of the total outstanding shares of such class or series of Preferred Stock of the Corporation; (iii) no Excepted Holder may Beneficially Own or Constructively Own shares of the Corporation’s Common Stock in excess of the Excepted Holder Limit for such Excepted Holder, as set forth in the Corporation’s Charter; (iv) no Designated Investment Entity may Beneficially Own or Constructively Own shares of the Corporation’s Common Stock or shares of the Corporation’s Preferred Stock in excess of 9.8% (in value or number of shares, whichever is more restrictive) of the outstanding shares of Common Stock or Preferred Stock of the Corporation, as applicable; (v) no Person may Beneficially Own or Constructively Own shares of the Corporation’s Capital Stock that would result in the Corporation being “closely held” under Section 856(h) of the Code or otherwise cause the Corporation to fail to qualify as a REIT; (vi) no Person may Beneficially Own or Constructively Own shares of the Corporation’s Capital Stock that would result in the Corporation

 


 

owning (directly or indirectly) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Corporation (either directly or indirectly through one or more partnerships or limited liability companies) from such tenant for the taxable year of the Corporation during which such determination is being made would reasonably be expected to equal or exceed the lesser of (a) one percent (1%) of the Corporation’s gross income (as determined for purposes of Section 856(c) of the Code), or (b) an amount that would cause the Corporation to fail to satisfy any of the gross income requirements of Section 856(c) of the Code; and (vii) no Person may Transfer shares of Capital Stock if such Transfer would result in the Capital Stock of the Corporation being owned by fewer than 100 Persons (as determined under the principles of Section 856(a)(5) of the Code). Any Person who Beneficially Owns or Constructively Owns, Transfers or attempts to Beneficially Own or Constructively Own shares of Capital Stock which causes or will cause a Person to Beneficially Own or Constructively Own shares of Capital Stock in excess or in violation of the above limitations set forth must immediately notify the Corporation. If certain of the restrictions on transfer or ownership above are violated, the shares of Capital Stock represented hereby will be automatically Transferred to a Charitable Trustee of a Charitable Trust for the benefit of one or more Charitable Beneficiaries. In addition, the Corporation may take other actions, including redeeming Capital Stock upon the terms and conditions specified by the Board in its sole and absolute discretion if the Board determines that ownership or a Transfer or Non-Transferring Event may violate the restrictions described above. Furthermore, upon the occurrence of certain events, attempted Transfers in violation of the restrictions described above may be void ab initio. A Person who attempts to Beneficially Own or Constructively Own shares of Capital Stock in violation of the ownership limitations described above shall have no claim, cause of action, or any recourse whatsoever against a transferor of such shares.  All capitalized terms in this legend have the meanings defined in the Corporation’s Charter, as the same may be amended from time to time, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of shares of Capital Stock of the Corporation on request and without charge. Requests for such a copy may be directed to the Secretary of the Corporation at its Principal Office.