0001562180-21-005756.txt : 20210902 0001562180-21-005756.hdr.sgml : 20210902 20210902161059 ACCESSION NUMBER: 0001562180-21-005756 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: Marino Peter CENTRAL INDEX KEY: 0001305033 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36109 FILM NUMBER: 211233365 MAIL ADDRESS: STREET 1: 12701 FAIR LAKES CIRCLE CITY: FAIRFAX STATE: VA ZIP: 22033 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 0001305033 Marino Peter 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 17709.072 D 0.00 D Class A units of Operating Partnership 2021-08-31 4 D false 14000.00 D Class A common stock 14000.00 0.00 D Employee Stock Option (Right to Buy) 59.06 2021-08-31 4 D false 7043.00 18.94 D 2031-03-05 Class A Common Stock 7043.00 0.00 D Employee Stock Option (Right to Buy) 56.84 2021-08-31 4 D false 8557.00 21.16 D 2030-03-06 Class A Common Stock 8557.00 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) 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) 42.01 2021-08-31 4 D false 17190.00 35.99 D 2029-03-05 Class A common stock 17190.00 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) 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) 25.51 2021-08-31 4 D false 30425.00 52.49 D 2024-03-05 Class A common stock 30425.00 0.00 D Employee Stock option (right to buy) 21.00 2021-08-31 4 D false 28985.00 57.00 D 2023-10-15 Class A common stock 28985.00 0.00 D Includes Class A common stock disposed of 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, without interest, less any applicable withholding. 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 $52.49, 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 $57.00, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes. 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 $18.94, 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 $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 $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 $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 $41.46, 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 Peter Marino 2021-09-02