0000950142-13-002109.txt : 20131017
0000950142-13-002109.hdr.sgml : 20131017
20131017205027
ACCESSION NUMBER: 0000950142-13-002109
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20131015
FILED AS OF DATE: 20131017
DATE AS OF CHANGE: 20131017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GAPCO MANAGEMENT GMBH
CENTRAL INDEX KEY: 0001187390
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36109
FILM NUMBER: 131158060
BUSINESS ADDRESS:
STREET 1: 3 PICKWICK PLAZA
CITY: GREENWICK
STATE: CT
ZIP: 06830
BUSINESS PHONE: 2036298600
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GAPCO GMBH & CO KG
CENTRAL INDEX KEY: 0001187388
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36109
FILM NUMBER: 131158061
BUSINESS ADDRESS:
STREET 1: 3 PICKWICK PLAZA
CITY: GREENWICK
STATE: CT
ZIP: 06830
BUSINESS PHONE: 2036298600
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GAP COINVESTMENTS IV LLC
CENTRAL INDEX KEY: 0001282372
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36109
FILM NUMBER: 131158063
BUSINESS ADDRESS:
STREET 1: 3 PICKWICK PLAZA
CITY: GREENWICH
STATE: CT
ZIP: 06830
BUSINESS PHONE: 2036298600
MAIL ADDRESS:
STREET 1: 3 PICKWICK PLAZA
CITY: GREENWICH
STATE: CT
ZIP: 06830
FORMER NAME:
FORMER CONFORMED NAME: GAP COINVESTMENTS IV LLC
DATE OF NAME CHANGE: 20040304
FORMER NAME:
FORMER CONFORMED NAME: GAP COINVESTMENTS PARTNERS IV LLC
DATE OF NAME CHANGE: 20040302
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GAP COINVESTMENTS III LLC
CENTRAL INDEX KEY: 0001282203
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36109
FILM NUMBER: 131158064
BUSINESS ADDRESS:
STREET 1: 3 PICKWICK PLAZA
CITY: GREENWICH
STATE: CT
ZIP: 06830
BUSINESS PHONE: 2036298600
MAIL ADDRESS:
STREET 1: 3 PICKWICK PLAZA
CITY: GREENWICH
STATE: CT
ZIP: 06830
FORMER NAME:
FORMER CONFORMED NAME: GAP COINVESTMENTS III LLC
DATE OF NAME CHANGE: 20040304
FORMER NAME:
FORMER CONFORMED NAME: GAP COINVESTMENTS PARTNERS III LLC
DATE OF NAME CHANGE: 20040301
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GENERAL ATLANTIC GENPAR, L.P.
CENTRAL INDEX KEY: 0001467926
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36109
FILM NUMBER: 131158066
BUSINESS ADDRESS:
STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
STREET 2: 3 PICKWICK PLAZA
CITY: GREENWICH
STATE: CT
ZIP: 06830
BUSINESS PHONE: 203-629-8600
MAIL ADDRESS:
STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
STREET 2: 3 PICKWICK PLAZA
CITY: GREENWICH
STATE: CT
ZIP: 06830
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GENERAL ATLANTIC LLC
CENTRAL INDEX KEY: 0001017645
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36109
FILM NUMBER: 131158067
BUSINESS ADDRESS:
STREET 1: 55 EAST 52ND STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10055
BUSINESS PHONE: 2036223050
MAIL ADDRESS:
STREET 1: 55 EAST 52ND STREET
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10055
FORMER NAME:
FORMER CONFORMED NAME: GENERAL ATLANTIC PARTNERS LLC
DATE OF NAME CHANGE: 19960626
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GA QTS Interholdco, LLC
CENTRAL INDEX KEY: 0001583906
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36109
FILM NUMBER: 131158068
BUSINESS ADDRESS:
STREET 1: 55 EAST 52ND STREET, FL. 32
CITY: NEW YORK
STATE: NY
ZIP: 10055
BUSINESS PHONE: 212-715-4044
MAIL ADDRESS:
STREET 1: 55 EAST 52ND STREET, FL. 32
CITY: NEW YORK
STATE: NY
ZIP: 10055
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: QTS Realty Trust, Inc.
CENTRAL INDEX KEY: 0001577368
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 462809094
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 12851 FOSTER STREET, SUITE 205
CITY: OVERLAND PARK
STATE: KS
ZIP: 66213
BUSINESS PHONE: 913-814-9988
MAIL ADDRESS:
STREET 1: 12851 FOSTER STREET, SUITE 205
CITY: OVERLAND PARK
STATE: KS
ZIP: 66213
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GENERAL ATLANTIC PARTNERS 85, L.P.
CENTRAL INDEX KEY: 0001506782
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36109
FILM NUMBER: 131158065
BUSINESS ADDRESS:
STREET 1: C/O GENERAL ATLANTIC SERVICE CO, LLC
STREET 2: 3 PICKWICK PLAZA
CITY: GREENWICH
STATE: CT
ZIP: 06830
BUSINESS PHONE: 203-629-8600
MAIL ADDRESS:
STREET 1: C/O GENERAL ATLANTIC SERVICE CO, LLC
STREET 2: 3 PICKWICK PLAZA
CITY: GREENWICH
STATE: CT
ZIP: 06830
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GAP Coinvestments CDA, L.P.
CENTRAL INDEX KEY: 0001356474
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36109
FILM NUMBER: 131158062
BUSINESS ADDRESS:
STREET 1: 3 PICKWICK PLAZA
CITY: GREENWICH
STATE: CT
ZIP: 06830
BUSINESS PHONE: 203-629-8600
MAIL ADDRESS:
STREET 1: 3 PICKWICK PLAZA
CITY: GREENWICH
STATE: CT
ZIP: 06830
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: General Atlantic Partners 93, L.P.
CENTRAL INDEX KEY: 0001567885
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36109
FILM NUMBER: 131158059
BUSINESS ADDRESS:
STREET 1: 3 PICKWICK PLAZA
CITY: GREENWICH
STATE: CT
ZIP: 06830
BUSINESS PHONE: 203-629-8600
MAIL ADDRESS:
STREET 1: 3 PICKWICK PLAZA
CITY: GREENWICH
STATE: CT
ZIP: 06830
4
1
es1301155_4-qts.xml
OWNERSHIP DOCUMENT
X0306
4
2013-10-15
0
0001577368
QTS Realty Trust, Inc.
QTS
0001583906
GA QTS Interholdco, LLC
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
55 EAST 52ND STREET, 32ND FLOOR
NEW YORK
NY
10055
0
0
1
1
*See Remarks
0001017645
GENERAL ATLANTIC LLC
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
55 EAST 52ND STREET, 32ND FLOOR
NEW YORK
NY
10055
0
0
1
1
*See Remarks
0001467926
GENERAL ATLANTIC GENPAR, L.P.
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
55 EAST 52ND STREET, 32ND FLOOR
NEW YORK
NY
10055
0
0
1
1
*See Remarks
0001506782
GENERAL ATLANTIC PARTNERS 85, L.P.
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
55 EAST 52ND STREET, 32ND FLOOR
NEW YORK
NY
10055
0
0
1
1
*See Remarks
0001282203
GAP COINVESTMENTS III LLC
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
55 EAST 52ND STREET, 32ND FLOOR
NEW YORK
NY
10055
0
0
1
1
*See Remarks
0001282372
GAP COINVESTMENTS IV LLC
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
55 EAST 52ND STREET, 32ND FLOOR
NEW YORK
NY
10055
0
0
1
1
*See Remarks
0001356474
GAP Coinvestments CDA, L.P.
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
55 EAST 52ND STREET, 32ND FLOOR
NEW YORK
NY
10055
0
0
1
1
*See Remarks
0001187388
GAPCO GMBH & CO KG
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
55 EAST 52ND STREET, 32ND FLOOR
NEW YORK
NY
10055
0
0
1
1
*See Remarks
0001187390
GAPCO MANAGEMENT GMBH
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
55 EAST 52ND STREET, 32ND FLOOR
NEW YORK
NY
10055
0
0
1
1
*See Remarks
0001567885
General Atlantic Partners 93, L.P.
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
55 EAST 52ND STREET, 32ND FLOOR
NEW YORK
NY
10055
0
0
1
1
*See Remarks
Class A Common Stock
2013-10-15
4
C
0
11043645
0
A
11043645
D
Class A Common Stock
2013-10-15
4
C
0
3600000
0
A
14643645
D
Class A Common Stock
2013-10-15
4
P
0
2000000
21
A
16643645
D
Class C units of operating partnership
2013-10-15
4
C
0
11043645
0
D
Class A Common Stock
11043645
0
D
Class D units of operating partnership
2013-10-15
4
C
0
3600000
0
D
Class A Common Stock
3600000
0
D
By GA QTS Interholdco, LLC, a Delaware limited liability company ("GA QTS Interholdco").
Upon completion of the initial public offering (the "IPO") of QTS Realty Trust, Inc. (the "Company"), (i) 11,043,645 Class C units of limited partnership interest in QualityTech, L.P., the Company's operating partnership (the "Class C Units"), and 3,600,000 Class D units of limited partnership interest in QualityTech, L.P. (the "Class D Units"), owned by General Atlantic REIT, Inc., a Maryland corporation ("GA REIT"), converted into an equal number of Class A units of limited partnership interest in Quality Tech, L.P. (the "Class A Units") (or 14,643,645 Class A Units) and (cont'd in FN 3).
(cont'd from FN 2) (ii) GA REIT merged with and into the Company (with the Company surviving such merger) and such Class A Units automatically converted into shares of the Company's Class A common stock, par value $0.01 per share (the "Class A Common Stock") on a one-for-one basis, or 14,643,645 shares of Class A Common Stock in the aggregate. GA QTS Interholdco owned all of the shares of common stock of GA REIT and, as a consequence of such merger, became the direct owner of such shares of Class A Common Stock.
Effective October 15, 2013, General Atlantic Partners 93, L.P. a Delaware limited partnership ("GAP 93") became a member of GA QTS Interholdco. Upon the completion of the IPO, GA QTS Interholdco purchased 2,000,000 shares of Class A Common Stock of the Company, of which GAP 93 acquired a beneficial interest in 1,788,223 shares of such Class A Common Stock, GAP Coinvestments III, LLC, a Delaware limited liability company and a member of GA QTS Interholdco ("GAPCO III"), acquired a beneficial interest in 158,908 shares of such Class A Common Stock, (cont'd in FN 5)
(con't from FN 4) GAP Coinvestments IV, LLC, a Delaware limited liability company and a member of GA QTS Interholdco ("GAPCO IV"), acquired a beneficial interest in 36,348 shares of such Class A Common Stock, GAP Coinvestments CDA, L.P., a Delaware limited partnership and a member of GA QTS Interholdco ("GAPCO CDA"), acquired a beneficial interest in 8,478 shares of such Class A Common Stock and GAPCO GmbH & Co., KG, a German limited partnership and a member of GA QTS Interholdco ("KG"), acquired a beneficial interest in 8,043 shares of such Class A Common Stock.
With respect to all of the shares of Class A Common Stock owned by GA QTS Interholdco, General Atlantic Partners 85, L.P., a Delaware limited partnership and member of GA QTS Interholdco ("GAP 85"), indirectly beneficially owns 13,831,736 shares of Class A Common Stock held by GA QTS Interholdco; GAP 93 indirectly beneficially owns 1,788,223 shares of Class A Common Stock held by GA QTS Interholdco; GAPCO III indirectly beneficially owns 773,478 shares of Class A Common Stock held by GA QTS Interholdco; (cont'd in FN 7)
(cont'd from FN 6) GAPCO IV indirectly beneficially owns 176,018 shares of Class A Common Stock held by GA QTS Interholdco; GAPCO CDA indirectly beneficially owns 38,963 shares of Class A Common Stock held by GA QTS Interholdco; and KG indirectly beneficially owns 35,227 shares of Class A Common Stock held by GA QTS Interholdco.
The general partner of GAP 85 and GAP 93 is General Atlantic GenPar, L.P., a Delaware limited partnership ("GenPar"). The general partner of GenPar is General Atlantic LLC, a Delaware limited liability company ("GA LLC"). GA LLC is the managing member of GAPCO III and GAPCO IV and the general partner of GAPCO CDA. GAPCO Management GmbH, a German corporation ("GmbH Management"), is the general partner of KG. Certain managing directors of GA LLC make investment decisions for GmbH Management. GmbH Management may be deemed to beneficially own the shares of common stock reported as beneficially owned by KG. While GA LLC and GenPar may be deemed to beneficially own all of the securities of the Company reported as beneficially owned by the reporting persons herein, each disclaims such beneficial ownership except to the extent of its pecuniary interest therein.
Each of the reporting persons described in the notes above may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person.
/s/ Thomas J. Murphy
2013-10-17
/s/ Thomas J. Murphy
2013-10-17
/s/ Thomas J. Murphy
2013-10-17
/s/ Thomas J. Murphy
2013-10-17
/s/ Thomas J. Murphy
2013-10-17
/s/ Thomas J. Murphy
2013-10-17
/s/ Thomas J. Murphy
2013-10-17
/s/ Thomas J. Murphy
2013-10-17
/s/ Thomas J. Murphy
2013-10-17
/s/ Thomas J. Murphy
2013-10-17