SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Berson Jeffrey H.

(Last) (First) (Middle)
C/O QTS REALTY TRUST, INC.
12851 FOSTER STREET

(Street)
OVERLAND PARK KS 66213

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
QTS Realty Trust, Inc. [ QTS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2021
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 04/07/2021 G V 52,255 D $0.00 64,316 D
Class A Common Stock 04/07/2021 G V 52,255 A $0.00 52,255 I Footnote(1)
Class A Common Stock 06/30/2021 F 1,104(2) D $77.4 63,212 D
Class A Common Stock 06/30/2021 F 1,098(2) D $77.4 62,114 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee stock option (right to buy) $50.66 04/13/2021 G V 34,507 (3) 03/07/2027 Class A common stock 34,507 $0.00 0.00 D
Employee stock option (right to buy) $50.66 04/13/2021 G V 34,507 (3) 03/07/2027 Class A common stock 34,507 $0.00 34,507 I Footnote(4)
Employee stock option (right to buy) $45.78 04/13/2021 G V 24,448 (3) 03/02/2026 Class A Common Stock 24,448 $0.00 0.00 D
Employee stock option (right to buy) $45.78 04/13/2021 G V 24,448 (3) 03/02/2026 Class A Common Stock 24,448 $0.00 24,448 I Footnote(4)
Employee stock option (right to buy) $35.81 04/13/2021 G V 20,313 (5) 02/27/2025 Class A common stock 20,313 $0.00 0.00 D
Employee stock option (right to buy) $35.81 04/13/2021 G V 20,313 (5) 02/27/2025 Class A common stock 20,313 $0.00 20,313 I Footnote(4)
Employee stock option (right to buy) $34.03 04/13/2021 G V 26,590 (6) 03/07/2028 Class A common stock 26,590 $0.00 0.00 D
Employee stock option (right to buy) $34.03 04/13/2021 G V 26,590 (6) 03/07/2028 Class A common stock 26,590 $0.00 26,590 I Footnote(4)
Employee stock option (right to buy) $34.03 04/13/2021 G V 35,465 (3) 03/07/2028 Class A common stock 35,465 $0.00 0.00 D
Employee stock option (right to buy) $34.03 04/13/2021 G V 35,465 (3) 03/07/2028 Class A common stock 35,465 $0.00 35,465 I Footnote(4)
Employee Stock option (right to buy) $21 04/13/2021 G V 23,082 (5) 10/15/2023 Class A common stock 23,082 $0.00 0.00 D
Employee Stock option (right to buy) $21 04/13/2021 G V 23,082 (5) 10/15/2023 Class A common stock 23,082 $0.00 23,082 I Footnote(4)
Explanation of Responses:
1. The shares were gifted to a trust for the benefit of the reporting person's spouse.
2. Reflects shares surrendered to the Issuer to satisfy tax withholding obligation in connection with the vesting of restricted shares.
3. These options to purchase shares of Class A common stock were granted under the QTS Realty Trust, Inc. Equity Incentive Plan (the "Plan") and vested ratably over three years beginning on the first anniversary of the date of grant and each quarter thereafter.
4. The options were gifted to a trust for the benefit of the reporting person's spouse.
5. These options to purchase shares of Class A common stock were granted under the Plan and vested ratably over four years beginning on the first anniversary of the date of grant and each quarter thereafter.
6. These options to purchase shares of Class A common stock were granted under the Plan, all of which vested two years after the date of grant.
Remarks:
/s/ Aga Carpenter, as attorney in fact for Jeffrey H. Berson 07/01/2021
** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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