0001123292-13-001487.txt : 20131017
0001123292-13-001487.hdr.sgml : 20131017
20131017203935
ACCESSION NUMBER: 0001123292-13-001487
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20131015
FILED AS OF DATE: 20131017
DATE AS OF CHANGE: 20131017
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: TRAHANAS PHILIP P
CENTRAL INDEX KEY: 0001324266
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36109
FILM NUMBER: 131158053
MAIL ADDRESS:
STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY LLC
STREET 2: 3 PICKWICK PLAZA
CITY: GREENWICH
STATE: CT
ZIP: 06830
FORMER NAME:
FORMER CONFORMED NAME: Trahanas Philip Peter
DATE OF NAME CHANGE: 20050419
4
1
edgar.xml
PRIMARY DOCUMENT
X0306
4
2013-10-15
0001577368
QTS Realty Trust, Inc.
QTS
0001324266
TRAHANAS PHILIP P
C/O QTS REALTY TRUST, INC.
12851 FOSTER STREET, SUITE 205
OVERLAND PARK
KS
66213
1
0
0
0
Class A common stock
2013-10-15
4
C
0
11043645
0
A
11043645
I
See footnotes
Class A common stock
2013-10-15
4
C
0
3600000
0
A
14643645
I
See footnotes
Class A common stock
2013-10-15
4
P
0
2000000
21.00
A
16643645
I
See footnotes
Employee Stock Options (right to buy)
21.00
2013-10-15
4
A
0
28985
0
A
2023-10-15
Class A common stock
28985
28985
D
Class C units of Operating Partnership
2013-10-15
4
C
0
11043645
0
D
Class A common stock
11043645
0
I
See footnotes
Class D units of Operating Partnership
2013-10-15
4
C
0
3600000
0
D
Class A common stock
3600000
0
I
See footnotes
Securities held by GA QTS Interholdco, LLC, a Delaware limited liability company ("GA QTS Interholdco").
Upon completion of the initial public offering (the "IPO") of QTS Realty Trust, Inc. (the "Company"), (i) 11,043,645 Class C units of limited partnership interest in QualityTech, L.P., the Company'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") owned by General Atlantic REIT, Inc., a Maryland corporation ("GA REIT"), converted 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 merged with and into the Company (with the Company surviving such merger) and such Class A Units 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. (footnote cont'd)
(footnote cont'd) GA QTS Interholdco owned all of the shares of common stock of GA REIT and, as a consequence of such merger, became the direct owner of such shares of Class A Common Stock.
In connection with the IPO, GA QTS Interholdco purchased 2,000,000 shares of Class A Common Stock of the Company, of which General Atlantic Partners 93, L.P., a Delaware limited partnership and a member of GA QTS Interholdco ("GAP 93"), acquired a beneficial interest in 1,788,223 shares of such Class A Common Stock, GAP Coinvestments III, LLC, a Delaware limited liability company and a member of GA QTS Interholdco ("GAPCO III"), acquired a beneficial interest in 158,908 shares of such Class A Common Stock, GAP Coinvestments IV, LLC, a Delaware limited liability company and a member of GA QTS Interholdco ("GAPCO IV"), acquired a beneficial interest in 36,348 shares of such Class A Common Stock, GAP Coinvestments CDA, L.P., (footnote cont'd)
(footnote cont'd) a Delaware limited partnership and a member of GA QTS Interholdco ("GAPCO CDA"), acquired a beneficial interest in 8,478 shares of such Class A Common Stock and GAPCO GmbH & Co., KG, a German limited partnership and a member of GA QTS Interholdco ("KG"), acquired a beneficial interest in 8,043 shares of such Class A Common Stock.
With respect to all of the shares of Class A Common Stock owned by GA QTS Interholdco, General Atlantic Partners 85, L.P., a Delaware limited partnership and member of GA QTS Interholdco ("GAP 85"), indirectly beneficially owns 13,831,736 shares of Class A Common Stock held by GA QTS Interholdco; GAP 93 indirectly beneficially owns 1,788,223 shares of Class A Common Stock held by GA QTS Interholdco; GAPCO III indirectly beneficially owns 773,478 shares of Class A Common Stock held by GA QTS Interholdco; GAPCO IV indirectly beneficially owns 176,018 shares of Class A Common Stock held by GA QTS Interholdco; GAPCO CDA indirectly beneficially owns 38,963 shares of Class A Common Stock held by GA QTS Interholdco; and KG indirectly beneficially owns 35,227 shares of Class A Common Stock 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 GAP 85 and GAP 93. GA LLC is also the managing member of GAPCO III, and GAPCO IV, and the general partner of GAPCO CDA. In addition, certain managing directors of GA LLC make investment decisions for GAPCO Management GmbH, a German corporation, which is the general partner of KG. Each of GAP 85, GAP 93, 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.
Concurrently with the closing of the IPO of the Company, the Company granted options to purchase shares of Class A common stock under the QTS Realty Trust, Inc. 2013 Equity Incentive Plan. The options vest one year after the date of grant.
/s/ Shirley E. Goza, attorney-in-fact
2013-10-17