FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/08/2013 |
3. Issuer Name and Ticker or Trading Symbol
QTS Realty Trust, Inc. [ QTS ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class D units of Operating Partnership | (1) | (1) | Class A common stock | 40,000 | (1) | I | See Footnotes(2) |
Class O LTIP units of Operating Partnership | (3) | (3) | Class A units of Operating Partnership | 35,000 | (3) | D |
Explanation of Responses: |
1. In connection with the completion of the initial public offering of QTS Realty Trust, Inc. (the "Company"), the Class D Units will be converted into Class A units on a one-for-one basis, and the Class A units will be redeemable for cash or, at the operating partnership's election, shares of the Company's Class A common stock on a one-for-one basis, beginning one year following the beginning of the first full calendar month following the closing of the initial public offering. |
2. Securities held by Paradox Partners, LLC, of which Mr. Grabe is the manager. |
3. Each Class O LTIP unit is convertible by the Company's operating partnership or by the holder into Class A units at any time, and upon such equalization of the capital account of a Class O LTIP unit (and full vesting of the Class O LTIP unit, if such unit is subject to vesting and being converted by the holder), the Class O LTIP unit will be convertible into a number of Class A units equal to (i) the Class O LTIP unit's capital account divided by (ii) the capital account balance of a Class A unit (i.e., in a manner similar to a typical stock appreciation right), subject to certain exceptions and adjustments. Upon completion of the initial public offering of the Company, Class A units are redeemable for cash or, at the operating partnership's election, shares of the Company's Class A common stock on a one-for-one basis, beginning one year following the beginning of the first full calendar month following the closing of the initial public offering. |
Remarks: |
Exhibit 24: Power of Attorney |
/s/ Timothy J. Kuester, attorney-in-fact | 10/08/2013 | |
** 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 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |