0001562180-21-005755.txt : 20210902 0001562180-21-005755.hdr.sgml : 20210902 20210902161055 ACCESSION NUMBER: 0001562180-21-005755 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: MILLER SCOTT D CENTRAL INDEX KEY: 0001273357 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36109 FILM NUMBER: 211233364 MAIL ADDRESS: STREET 1: C/O QTS REALTY TRUST, INC. STREET 2: 12851 FOSTER STREET CITY: OVERLAND STATE: KS ZIP: 66213 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 0001273357 MILLER SCOTT D C/O QTS REALTY TRUST, INC. 12851 FOSTER STREET OVERLAND PARK KS 66213 true false false false Class A Common Stock 2021-08-31 4 D false 12046.00 D 0.00 D Employee Stock option (right to buy) 36.54 2021-08-31 4 D false 19875.00 41.46 D 2025-03-03 Class A common stock 19875.00 0.00 D Employee stock option (right to buy) 45.78 2021-08-31 4 D false 5094.00 32.22 D 2026-03-02 Class A Common Stock 5094.00 0.00 D Employee stock option (right to buy) 50.66 2021-08-31 4 D false 9272.00 27.34 D 2027-03-07 Class A common stock 9272.00 0.00 D Employee stock option (right to buy) 34.03 2021-08-31 4 D false 9789.00 43.97 D 2028-03-07 Class A common stock 9789.00 0.00 D Employee stock option (right to buy) 42.01 2021-08-31 4 D false 17024.00 35.99 D 2029-03-05 Class A common stock 17024.00 0.00 D Employee Stock Option (Right to Buy) 56.84 2021-08-31 4 D false 12968.00 21.16 D 2030-03-06 Class A Common Stock 12968.00 0.00 D Employee Stock Option (Right to Buy) 59.06 2021-08-31 4 D false 10674.00 18.94 D 2031-03-05 Class A Common Stock 10674.00 0.00 D O LTIP units of Operating Partnership 2021-08-31 4 C false 9748.00 D Class A units of Operating Partnership 6623.00 0.00 D Class A units of Operating Partnership 2021-08-31 4 C false 6623.00 A Class A common stock 6623.00 6623.00 D Class A units of Operating Partnership 2021-08-31 4 D false 6623.00 D Class A common stock 6623.00 0.00 D Includes deferred share units ("DSUs") granted under the QTS Realty Trust, Inc. 2013 Equity Incentive Plan (the "Plan") that represented the contingent right to receive one share of Class A common stock and vesting of the DSU one year after the date of grant. Each DSU (and any accrued dividend equivalents related thereto) vested in connection with the Merger (as defined herein). All vested DSUs were 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 (the "Operating Partnership"), Volt Upper Holdings LLC, Volt Lower Holdings LLC, and Volt Acquisition LP (the "Merger Agreement") in exchange for $78.00 in cash per share under such DSU, 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. 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 vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $41.46, 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 vest one year after the date of grant. 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 vest one year after the date of grant. 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 vest one year after the date of grant. 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 vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $35.99, 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 vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $21.16, 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 vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $18.94, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes. Each Class O LTIP unit was convertible by the 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 was 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. The Class O LTIP units were converted into Class A units in connection with the Merger. /s/ Aga Carpenter, as attorney in fact for Scott D. Miller 2021-09-02