SEC FORM 3

SEC Form 3

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^*

TRAHANAS PHILIP P

(Last)

(First)

(Middle)

C/O QTS REALTY TRUST, INC.

12851 FOSTER STREET, SUITE 205

(Street)

OVERLAND PARK

66213

(City)

(State)

(Zip)

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 ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Class O LTIP units of Operating Partnership	⁽¹⁾	⁽¹⁾	Class A units of Operating Partnership	35,000	⁽¹⁾	D
Class C units of Operating Partnership	⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	Class A Common Stock	11,043,645	⁽²⁾⁽³⁾⁽⁴⁾	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾
Class D units of Operating Partnership	⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	Class A Common Stock	3,600,000	⁽²⁾⁽³⁾⁽⁴⁾	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾

Explanation of Responses:

1. Each Class O LTIP unit is convertible by QTS Realty Trust, Inc.'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 QTS Realty Trust, Inc. (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.

2. Securities held by GA QTS Interholdco, LLC ("GA QTS Interholdco"), a Delaware limited liability company. GA QTS Interholdco is the indirect beneficial holder, through General Atlantic REIT, Inc., a Maryland corporation ("GA REIT"), of 11,043,645 Class C units of limited partnership interest in QualityTech, L.P. (the "Class C Units") and 3,600,000 Class D units of limited partnership interest in QualityTech, L.P (the "Class D Units"). Upon completion of the initial public offering of the Company, (i) such Class C Units and Class D Units will convert into an equal number of Class A Units of QualityTech, L.P. (or 14,643,645 Class A Units) and (ii) GA REIT will merge with and into the Company (with the Company surviving such merger) and such Class A Units will be automatically converted into shares of the Company's Class A common stock, par value $0.01 per share (the "Class A Common Stock"), [footnote cont'd]

3. [footnote cont'd] on a one-for-one basis, or 14,643,645 shares of Class A Common Stock in the aggregate, which will be directly held by GA QTS Interholdco. Mr. Trahanas is a Managing Director of General Atlantic LLC ("GA LLC"). GA LLC is the general partner of General Atlantic GenPar, L.P., a Delaware limited partnership, which is the general partner of General Atlantic Partners 85, L.P., a Delaware limited partnership ("GAP 85"). GA LLC is also the managing member of GAP Coinvestments III, LLC, a Delaware limited liability company ("GAPCO III"), and GAP Coinvestments IV, LLC, a Delaware limited liability company ("GAPCO IV"), and the general partner of GAP Coinvestments CDA, L.P., a Delaware limited partnership ("GAPCO CDA"). [footnote cont'd]

4. [footnote cont'd] In addition, certain managing directors of GA LLC make investment decisions for GAPCO Management GmbH, a German corporation, which is the general partner of GAPCO GmbH & Co., KG, a German limited partnership ("KG"). Each of GAP 85, GAPCO III, GAPCO IV, GAPCO CDA and KG are members of GA QTS Interholdco, LLC. Mr. Trahanas disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 or for any other purposes.

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).
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