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
4,240,145
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
4,240,145
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,240,145
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
|
|
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
4,240,145
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
4,240,145
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,240,145
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
|
|
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
4,240,145
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
4,240,145
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,240,145
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
|
|
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
4,240,145
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
4,240,145
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,240,145
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
|
|
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
4,240,145
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
4,240,145
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,240,145
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
|
|
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
4,240,145
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
4,240,145
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,240,145
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
|
|
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
4,240,145
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
4,240,145
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,240,145
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
|
|
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
4,240,145
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
4,240,145
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,240,145
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
|
|
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
4,240,145
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
4,240,145
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,240,145
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
|
|
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
4,240,145
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
4,240,145
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,240,145
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
|
|
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 8:
|
Underwriting Agreement, dated as of August 11, 2015, by and among QTS Realty Trust, Inc., QualityTech, LP, GA QTS Interholdco, LLC and Deutsche Bank Securities 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 August 14, 2015).
|
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
|