0001123292-13-001451.txt : 20131008 0001123292-13-001451.hdr.sgml : 20131008 20131008215718 ACCESSION NUMBER: 0001123292-13-001451 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 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: Westhead Stephen E. CENTRAL INDEX KEY: 0001587365 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36109 FILM NUMBER: 131142397 MAIL ADDRESS: STREET 1: QTS REALTY TRUST, INC. STREET 2: 12851 FOSTER STREET CITY: OVERLAND PARK STATE: KS ZIP: 66213 3 1 edgar.xml PRIMARY DOCUMENT X0206 3 2013-10-08 0 0001577368 QTS Realty Trust, Inc. QTS 0001587365 Westhead Stephen E. C/O QTS REALTY TRUST, INC. 12851 FOSTER STREET, SUITE 205 OVERLAND PARK KS 66213 1 0 0 0 Class O LTIP units of Operating Partnership Class A units of Operating Partnership 9748 D 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. Exhibit 24: Power of Attorney /s/ Timothy J. Kuester, attorney-in-fact 2013-10-08 EX-24 2 westheadpoa.htm Unassociated Document

POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints each of Shirley E. Goza and Timothy J. Kuester, the undersigned’s true and lawful attorney-in-fact to:

(1)              execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of QTS Realty Trust, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition, or disposition of securities of the Company;

(2)              do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)              take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, and in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

   IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of October, 2013.


 
     /s/ Stephen E. Westhead  
     Name:  Stephen E. Westhead