0001562180-21-005751.txt : 20210902 0001562180-21-005751.hdr.sgml : 20210902 20210902160906 ACCESSION NUMBER: 0001562180-21-005751 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210831 FILED AS OF DATE: 20210902 DATE AS OF CHANGE: 20210902 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHAFER WILLIAM H CENTRAL INDEX KEY: 0001191862 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36109 FILM NUMBER: 211233334 MAIL ADDRESS: STREET 1: 3300 ENTERPRISES PARKWAY CITY: BEECHWOOD STATE: OH ZIP: 44122 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 4 1 primarydocument.xml PRIMARY DOCUMENT X0306 4 2021-08-31 true 0001577368 QTS Realty Trust, Inc. QTS 0001191862 SCHAFER WILLIAM H C/O QTS REALTY TRUST, INC. 12851 FOSTER STREET OVERLAND PARK KS 66213 false true false false EVP -- Finance and Accounting Class A Common Stock 2021-08-31 4 A false 6813.00 0.00 A 24433.00 D Class A Common Stock 2021-08-31 4 D false 24433.00 D 0.00 D Class A units of Operating Partnership 2021-08-31 4 D false 104791.00 78.00 D Class A common stock 104791.00 15000.00 D Class A units of Operating Partnership 2021-08-31 4 D false 15000.00 D Class A common stock 15000.00 0.00 D Employee stock option (right to buy) 50.66 2021-08-31 4 D false 27027.00 27.34 D 2027-03-07 Class A common stock 27027.00 0.00 D Employee stock option (right to buy) 45.78 2021-08-31 4 D false 26328.00 32.22 D 2026-03-02 Class A common stock 26328.00 0.00 D Employee stock option (right to buy) 35.81 2021-08-31 4 D false 21875.00 42.19 D 2025-02-27 Class A common stock 21875.00 0.00 D Employee stock option (right to buy) 34.03 2021-08-31 4 D false 5761.00 43.97 D 2028-03-07 Class A common stock 5761.00 0.00 D Employee stock option (right to buy) 34.03 2021-08-31 4 D false 12561.00 43.97 D 2028-03-07 Class A common stock 12561.00 0.00 D Employee stock option (right to buy) 21.00 2021-08-31 4 D false 21857.00 57.00 D 2023-10-15 Class A common stock 21857.00 0.00 D On March 5, 2019, March 6, 2020 and March 5, 2021, the reporting person was granted, as applicable, performance-based restricted share units ("RSUs") eligible to be earned based on Operating Funds From Operations per diluted share of the Issuer over a performance period and RSUs eligible to be earned based on relative total stockholder return over a performance period. In connection with the Merger (as defined below), the Compensation Committee certified the degree to which the performance measures were achieved for awards for which performance had not previously been certified and pursuant to the Merger Agreement (as defined below). Such RSUs (including dividend equivalent rights accrued thereon) became fully vested in accordance with their terms in connection with the Merger. These options to purchase shares of Class A common stock were granted under the Plan and vested ratably over three years beginning on the first anniversary of the date of grant and each quarter thereafter. Each option was canceled in the Merger in exchange for a cash payment of $43.97, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes. 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. Each option was canceled in the Merger in exchange for a cash payment of $57.00, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes. Includes Class A common stock disposed of, and vested RSUs cancelled, pursuant to the merger of the Issuer with and into Volt Lower Holdings LLC (the "Merger") pursuant to the terms of the Agreement and Plan of Merger, dated as of June 7, 2021, among the Issuer, QualityTech, LP, Volt Upper Holdings LLC, Volt Lower Holdings LLC, and Volt Acquisition LP (the "Merger Agreement") in exchange for $78.00 in cash per share or unit, as applicable, without interest, less any applicable withholding. Class A units were redeemable for cash or, at the Operating Partnership's election, shares of the Issuer's Class A common stock on a one-for-one basis. Following the Merger, the Class A units are exchangeable for Class I Units of BREIT Operating Partnership L.P. ("BREIT OP") beginning five years after the effective time of the Merger, subject to certain conditions and into a number of such Class I Units as determined pursuant to the partnership agreement of the Operating Partnership, as amended, and the partnership agreement of BREIT OP. Disposed of pursuant to the transactions contemplated by the Merger Agreement in exchange for $78.00 in cash per unit, without interest, less any applicable withholding. These Class A units were retained by the reporting person in connection with the transactions contemplated by the Merger Agreement. These options to purchase shares of Class A common stock were granted under the Plan and vested ratably over three years beginning on the first anniversary of the date of grant and each quarter thereafter. Each option was canceled in the Merger in exchange for a cash payment of $27.34, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes. These options to purchase shares of Class A common stock were granted under the Plan and vested ratably over three years beginning on the first anniversary of the date of grant and each quarter thereafter. Each option was canceled in the Merger in exchange for a cash payment of $32.22, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes. 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. Each option was canceled in the Merger in exchange for a cash payment of $42.19, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes. These options to purchase shares of Class A common stock were granted under the Plan and vested two years after the grant date. Each option was canceled in the Merger in exchange for a cash payment of $43.97, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes. /s/ Aga Carpenter, as attorney in fact for William H. Schafer 2021-09-02