S-8

As filed with the Securities and Exchange Commission on May 13, 2019

Registration No. 333-      

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

QTS REALTY TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland	46-2809094
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

12851 Foster Street Overland Park, Kansas	66213
(Address of principal executive offices)	(Zip code)

QTS Realty Trust, Inc. 2013 Equity Incentive Plan

(Full title of the plan)

Shirley E. Goza

General Counsel

12851 Foster Street

Overland Park, Kansas 66213

(Name and address of agent for service)

(913) 312-5503

(Telephone number, including area code, of agent for service)

Copy to:

David W. Bonser

Matt N. Thomson

Hogan Lovells US LLP

555 Thirteenth Street, N.W.

Washington, D.C. 20004

(202) 637-5600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	o	Smaller reporting company	¨
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  o

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price	Amount of registration Fee (3)
Class A Common Stock, $0.01 par value per share	1,110,000 shares	$43.785	$48,601,350	$5,891

(1)Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an additional indeterminate amount of shares to be offered or sold pursuant to the Plan and shares that may become issuable under the Plan by reason of certain corporate transactions or events, including any share dividend, share split, recapitalization or any other similar adjustment of the registrant’s outstanding shares of Class A common stock.

(2)Represents the average of the high and the low prices per share of Class A common stock of the Company as reported on the New York Stock Exchange on May 9, 2019.

(3)Computed in accordance with Rule 457(c) and (h) under the Securities Act.

EXPLANATORY NOTE

On October 10, 2013, QTS Realty Trust, Inc. (the “Company”) filed a registration statement on Form S-8, File No. 333-191674 (“2013 Form S-8”), registering a total of 1,750,000 shares of the Company’s Class A common stock, $0.01 par value per share (“Class A common stock”), for issuance under the QTS Realty Trust, Inc. 2013 Equity Incentive Plan (“2013 Plan”). On May 8, 2015, the Company filed a registration statement on Form S-8, File No. 333-204020 (“2015 Form S-8”), registering an additional 3,000,000 shares of Class A common stock for issuance under the 2013 Plan, increasing the shares available for issuance under the 2013 Plan to 4,750,000. On May 9, 2019, the Company’s stockholders approved an amendment to the 2013 Plan, which the board of directors of the Company had previously approved on March 6, 2019, increasing the shares available for issuance under the 2013 Plan by 1,110,000 to a total of 5,860,000.

Pursuant to General Instruction E of Form S-8, 1,110,000 shares of the Company’s Class A common stock are hereby registered for issuance, as authorized by the 2013 Plan. The contents of the 2013 Form S-8, File No. 333-191674 and the 2015 Form S-8, File No. 333-204020 are incorporated herein by reference and made a part hereof.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.Exhibits.

Exhibit No.	Description
4.1	Form of Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-11/A (File No. 333-190675) filed on September 26, 2013)
5.1	Opinion of Hogan Lovells US LLP regarding the validity of the shares of Class A common stock registered hereby
10.1	QTS Realty Trust, Inc. 2013 Equity Incentive Plan (incorporated by reference to Exhibit 10.27 to the Company’s Registration Statement on Form S-11 (File No. 333-190675) filed on August 16, 2013)
10.2	Amendment #1 to QTS Realty Trust, Inc. 2013 Equity Incentive Plan (incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K (File No. 001-36109) filed on February 23, 2015)
10.3	Amendment #2 to QTS Realty Trust, Inc. 2013 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-36109) filed on May 6, 2015)
10.4	Amendment #3 to QTS Realty Trust, Inc. 2013 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-36109) filed on May 10, 2019)
23.1	Consent of Ernst & Young LLP
23.2	Consent of Hogan Lovells US LLP (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page hereto)

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Overland Park, Kansas on May 13, 2019.

QTS REALTY TRUST, INC.
By:	/s/    Chad L. Williams
	Chad L. Williams
	Chairman and Chief Executive Officer (Principal Executive Officer)

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Jeffrey H. Berson and Shirley E. Goza, and each of them, as his or her attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with exhibits and other documents related thereto with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Date: May 13, 2019	By:	/s/    Chad L. Williams
		Chad L. Williams
		Chairman, President and Chief Executive Officer (Principal Executive Officer)
Date: May 13, 2019	By:	/s/    Jeffrey H. Berson
		Jeffrey H. Berson
		Chief Financial Officer (Principal Financial Officer)
Date: May 13, 2019	By:	/s/    William H. Schafer
		William H. Schafer
		Executive Vice President – Finance and Accounting (Principal Accounting Officer)
Date: May 13, 2019	By:	/s/    John W. Barter
		John W. Barter
		(Director)

4

Date: May 13, 2019	By:	/s/    William O. Grabe
		William O. Grabe
		(Director)
Date: May 13, 2019	By:	/s/    Catherine R. Kinney
		Catherine R. Kinney
		(Director)
Date: May 13, 2019	By:	/s/    Peter A. Marino
		Peter A. Marino
		(Director)
Date: May 13, 2019	By:	/s/    Scott D. Miller
		Scott D. Miller
		(Director)
Date: May 13, 2019	By:	/s/    Mazen Rawashdeh
		Mazen Rawashdeh
		(Director)
Date: May 13, 2019	By:	/s/    Wayne M. Rehberger
		Wayne M. Rehberger
		(Director)
Date: May 13, 2019	By:	/s/    Philip P. Trahanas
		Philip P. Trahanas
		(Director)
Date: May 13, 2019	By:	/s/    Stephen E. Westhead
		Stephen E. Westhead
		(Director)

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EX-5.1

Exhibit 5.1

	Hogan Lovells US LLP
	Columbia Square
	555 Thirteenth Street, NW
	Washington, DC 20004
	T +1 202 637 5600
	F +1 202 637 5910
	www.hoganlovells.com

May 13, 2019

Board of Directors

QTS Realty Trust, Inc.

12851 Foster Street

Overland Park, KS 66213

Ladies and Gentlemen:

We are acting as counsel to QTS Realty Trust, Inc., a Maryland corporation (the “Company”), in connection with its registration statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), relating to the proposed offering of up to 1,110,000 shares of Class A common stock, $0.01 par value per share (the “Common Stock”) of the Company (the “Shares”), all of which shares are issuable pursuant to the QTS Realty Trust, Inc. 2013 Equity Incentive Plan, as amended (the “Plan”).  This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed.  In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs).  We also have assumed that the Shares will not be issued in violation of the ownership limit contained in the Company’s Articles of Amendment and Restatement.  As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on.  This opinion letter is given, and all statements herein are made, in the context of the foregoing.

This opinion letter is based as to matters of law solely on the Maryland General Corporation Law, as amended.  We express no opinion herein as to any other statutes, rules or regulations.

Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) effectiveness of the Registration Statement, (ii) issuance of the Shares pursuant to the terms of the Plan, and (iii) receipt by the Company of the consideration for the Shares specified in the applicable

Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia.  “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in:  Alicante   Amsterdam   Baltimore   Beijing   Birmingham   Boston   Brussels   Colorado Springs   Denver   Dubai   Dusseldorf   Frankfurt   Hamburg   Hanoi   Ho Chi Minh City   Hong Kong   Houston   Johannesburg   London   Los Angeles   Luxembourg   Madrid   Mexico City   Miami   Milan   Minneapolis   Monterrey   Moscow   Munich   New York   Northern Virginia   Paris   Perth   Philadelphia   Rio de Janeiro   Rome   San Francisco   São Paulo   Shanghai   Silicon Valley   Singapore   Sydney   Tokyo   Warsaw   Washington DC   Associated offices: Budapest   Jakarta   Shanghai FTZ   Ulaanbaatar   Zagreb.  Business Service Centers:  Johannesburg   Louisville.  For more information see www.hoganlovells.com

resolutions of the Board of Directors or a duly authorized committee thereof and in the Plan, the Shares will be validly issued, fully paid, and nonassessable.

This opinion letter has been prepared for use in connection with the Registration Statement.  We assume no obligation to advise of any changes in the foregoing subsequent to the effective date of the Registration Statement.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement.  In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Act.

Very truly yours,

/s/ Hogan Lovells US LLP

HOGAN LOVELLS US LLP

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EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) of 1,110,000 shares of Class A Common Stock of QTS Realty Trust, Inc. pertaining to the QTS Realty Trust, Inc. 2013 Equity Incentive Plan of our reports dated February 25, 2019, with respect to the consolidated financial statements and schedules of QTS Realty Trust, Inc. and the effectiveness of internal control over financial reporting of QTS Realty Trust, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2018, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Kansas City, Missouri

May 13, 2019