0000950142-13-002076.txt : 20131008
0000950142-13-002076.hdr.sgml : 20131008
20131008215644
ACCESSION NUMBER: 0000950142-13-002076
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20131008
FILED AS OF DATE: 20131008
DATE AS OF CHANGE: 20131008
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: GAPCO GMBH & CO KG
CENTRAL INDEX KEY: 0001187388
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36109
FILM NUMBER: 131142388
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: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36109
FILM NUMBER: 131142390
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: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36109
FILM NUMBER: 131142391
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: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36109
FILM NUMBER: 131142393
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: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36109
FILM NUMBER: 131142394
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: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36109
FILM NUMBER: 131142395
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
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: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36109
FILM NUMBER: 131142392
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: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36109
FILM NUMBER: 131142389
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: GAPCO MANAGEMENT GMBH
CENTRAL INDEX KEY: 0001187390
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36109
FILM NUMBER: 131142387
BUSINESS ADDRESS:
STREET 1: 3 PICKWICK PLAZA
CITY: GREENWICK
STATE: CT
ZIP: 06830
BUSINESS PHONE: 2036298600
3
1
es1301147_3-qts.xml
OWNERSHIP DOCUMENT
X0206
3
2013-10-08
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
Class C units of operating partnership
Class A Common Stock
11043645
I
See footnotes
Class D units of operating partnership
Class A Common Stock
3600000
I
See footnotes
GA QTS Interholdco, LLC ("GA QTS Interholdco"), a Delaware limited liability company, 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., QTS Realty Trust, Inc.'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"). (cont'd in footnote 2)
(cont'd from footnote 1) Upon completion of the initial public offering (the "IPO") of QTS Realty Trust, Inc. (the "Company"), (i) such Class C Units and Class D Units will convert 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 (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") 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.
General Atlantic Partners 85, L.P., a Delaware limited partnership ("GAP 85"), is a member of GA QTS Interholdco and indirectly beneficially owns 10,494,567 Class C Units and 3,337,169 Class D Units (to be converted in connection with the IPO into 13,831,736 shares of Class A Common Stock in the aggregate) held by GA QTS Interholdco; GAP Coinvestments III, LLC, a Delaware limited liability company ("GAPCO III"), is a member of GA QTS Interholdco and indirectly beneficially owns 415,405 Class C Units and 199,165 Class D Units (to be converted in connection with the IPO into 614,570 shares of Class A Common Stock in the aggregate) held by GA QTS Interholdco; GAP Coinvestments IV, LLC, a Delaware limited liability company ("GAPCO IV"), is a member of GA QTS Interholdco and indirectly beneficially owns 95,093 Class C Units and 44,577 Class D Units (cont'd in footnote 4)
(cont'd from footnote 3) (to be converted in connection with the IPO into 139,670 shares of Class A Common Stock in the aggregate) held by GA QTS Interholdco; GAP Coinvestments CDA, L.P., a Delaware limited partnership ("GAPCO CDA"), is a member of GA QTS Interholdco and indirectly beneficially owns 20,689 Class C Units and 9,796 Class D Units (to be converted in connection with the IPO into 30,485 shares of Class A Common Stock in the aggregate) held by GA QTS Interholdco; and GAPCO GmbH & Co., KG, a German limited partnership ("KG" and, together with GAP 85, GAPCO III, GAPCO IV and GAPCO CDA, the "GA Funds"), is a member of GA QTS Interholdco and indirectly beneficially owns 17,891 Class C Units and 9,293 Class C Units (to be converted in connection with the IPO into 27,184 shares of Class A Common Stock in the aggregate) held by GA QTS Interholdco.
The general partner of GAP 85 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
2013-10-08
/s/ Thomas J. Murphy
2013-10-08
/s/ Thomas J. Murphy
2013-10-08
/s/ Thomas J. Murphy
2013-10-08
/s/ Thomas J. Murphy
2013-10-08
/s/ Thomas J. Murphy
2013-10-08
/s/ Thomas J. Murphy
2013-10-08
/s/ Thomas J. Murphy
2013-10-08
/s/ Thomas J. Murphy
2013-10-08