0000950142-13-002076.txt : 20131008 0000950142-13-002076.hdr.sgml : 20131008 20131008215644 ACCESSION NUMBER: 0000950142-13-002076 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131008 FILED AS OF DATE: 20131008 DATE AS OF CHANGE: 20131008 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: GAPCO GMBH & CO KG CENTRAL INDEX KEY: 0001187388 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36109 FILM NUMBER: 131142388 BUSINESS ADDRESS: STREET 1: 3 PICKWICK PLAZA CITY: GREENWICK STATE: CT ZIP: 06830 BUSINESS PHONE: 2036298600 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GAP COINVESTMENTS IV LLC CENTRAL INDEX KEY: 0001282372 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36109 FILM NUMBER: 131142390 BUSINESS ADDRESS: STREET 1: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036298600 MAIL ADDRESS: STREET 1: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 FORMER NAME: FORMER CONFORMED NAME: GAP COINVESTMENTS IV LLC DATE OF NAME CHANGE: 20040304 FORMER NAME: FORMER CONFORMED NAME: GAP COINVESTMENTS PARTNERS IV LLC DATE OF NAME CHANGE: 20040302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GAP COINVESTMENTS III LLC CENTRAL INDEX KEY: 0001282203 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36109 FILM NUMBER: 131142391 BUSINESS ADDRESS: STREET 1: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036298600 MAIL ADDRESS: STREET 1: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 FORMER NAME: FORMER CONFORMED NAME: GAP COINVESTMENTS III LLC DATE OF NAME CHANGE: 20040304 FORMER NAME: FORMER CONFORMED NAME: GAP COINVESTMENTS PARTNERS III LLC DATE OF NAME CHANGE: 20040301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GENERAL ATLANTIC GENPAR, L.P. CENTRAL INDEX KEY: 0001467926 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36109 FILM NUMBER: 131142393 BUSINESS ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY,LLC STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-629-8600 MAIL ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY,LLC STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GENERAL ATLANTIC LLC CENTRAL INDEX KEY: 0001017645 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36109 FILM NUMBER: 131142394 BUSINESS ADDRESS: STREET 1: 55 EAST 52ND STREET STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 2036223050 MAIL ADDRESS: STREET 1: 55 EAST 52ND STREET STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 FORMER NAME: FORMER CONFORMED NAME: GENERAL ATLANTIC PARTNERS LLC DATE OF NAME CHANGE: 19960626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GA QTS Interholdco, LLC CENTRAL INDEX KEY: 0001583906 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36109 FILM NUMBER: 131142395 BUSINESS ADDRESS: STREET 1: 55 EAST 52ND STREET, FL. 32 CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 212-715-4044 MAIL ADDRESS: STREET 1: 55 EAST 52ND STREET, FL. 32 CITY: NEW YORK STATE: NY ZIP: 10055 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GENERAL ATLANTIC PARTNERS 85, L.P. CENTRAL INDEX KEY: 0001506782 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36109 FILM NUMBER: 131142392 BUSINESS ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE CO, LLC STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-629-8600 MAIL ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE CO, LLC STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GAP Coinvestments CDA, L.P. CENTRAL INDEX KEY: 0001356474 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36109 FILM NUMBER: 131142389 BUSINESS ADDRESS: STREET 1: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-629-8600 MAIL ADDRESS: STREET 1: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GAPCO MANAGEMENT GMBH CENTRAL INDEX KEY: 0001187390 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36109 FILM NUMBER: 131142387 BUSINESS ADDRESS: STREET 1: 3 PICKWICK PLAZA CITY: GREENWICK STATE: CT ZIP: 06830 BUSINESS PHONE: 2036298600 3 1 es1301147_3-qts.xml OWNERSHIP DOCUMENT X0206 3 2013-10-08 0 0001577368 QTS Realty Trust, Inc. QTS 0001583906 GA QTS Interholdco, LLC C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK NY 10055 0 0 1 1 *See Remarks 0001017645 GENERAL ATLANTIC LLC C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK NY 10055 0 0 1 1 *See Remarks 0001467926 GENERAL ATLANTIC GENPAR, L.P. C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK NY 10055 0 0 1 1 *See Remarks 0001506782 GENERAL ATLANTIC PARTNERS 85, L.P. C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK NY 10055 0 0 1 1 *See Remarks 0001282203 GAP COINVESTMENTS III LLC C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK NY 10055 0 0 1 1 *See Remarks 0001282372 GAP COINVESTMENTS IV LLC C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK NY 10055 0 0 1 1 *See Remarks 0001356474 GAP Coinvestments CDA, L.P. C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK NY 10055 0 0 1 1 *See Remarks 0001187388 GAPCO GMBH & CO KG C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK NY 10055 0 0 1 1 *See Remarks 0001187390 GAPCO MANAGEMENT GMBH C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 55 EAST 52ND STREET, 32ND FLOOR NEW YORK NY 10055 0 0 1 1 *See Remarks Class C units of operating partnership Class A Common Stock 11043645 I See footnotes Class D units of operating partnership Class A Common Stock 3600000 I See footnotes GA QTS Interholdco, LLC ("GA QTS Interholdco"), a Delaware limited liability company, is the indirect beneficial holder, through General Atlantic REIT, Inc., a Maryland corporation ("GA REIT"), of 11,043,645 Class C units of limited partnership interest in QualityTech, L.P., QTS Realty Trust, Inc.'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"). (cont'd in footnote 2) (cont'd from footnote 1) Upon completion of the initial public offering (the "IPO") of QTS Realty Trust, Inc. (the "Company"), (i) such Class C Units and Class D Units will convert 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 will merge with and into the Company (with the Company surviving such merger) and such Class A Units will be 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, which will be directly held by GA QTS Interholdco. General Atlantic Partners 85, L.P., a Delaware limited partnership ("GAP 85"), is a member of GA QTS Interholdco and indirectly beneficially owns 10,494,567 Class C Units and 3,337,169 Class D Units (to be converted in connection with the IPO into 13,831,736 shares of Class A Common Stock in the aggregate) held by GA QTS Interholdco; GAP Coinvestments III, LLC, a Delaware limited liability company ("GAPCO III"), is a member of GA QTS Interholdco and indirectly beneficially owns 415,405 Class C Units and 199,165 Class D Units (to be converted in connection with the IPO into 614,570 shares of Class A Common Stock in the aggregate) held by GA QTS Interholdco; GAP Coinvestments IV, LLC, a Delaware limited liability company ("GAPCO IV"), is a member of GA QTS Interholdco and indirectly beneficially owns 95,093 Class C Units and 44,577 Class D Units (cont'd in footnote 4) (cont'd from footnote 3) (to be converted in connection with the IPO into 139,670 shares of Class A Common Stock in the aggregate) held by GA QTS Interholdco; GAP Coinvestments CDA, L.P., a Delaware limited partnership ("GAPCO CDA"), is a member of GA QTS Interholdco and indirectly beneficially owns 20,689 Class C Units and 9,796 Class D Units (to be converted in connection with the IPO into 30,485 shares of Class A Common Stock in the aggregate) held by GA QTS Interholdco; and GAPCO GmbH & Co., KG, a German limited partnership ("KG" and, together with GAP 85, GAPCO III, GAPCO IV and GAPCO CDA, the "GA Funds"), is a member of GA QTS Interholdco and indirectly beneficially owns 17,891 Class C Units and 9,293 Class C Units (to be converted in connection with the IPO into 27,184 shares of Class A Common Stock in the aggregate) held by GA QTS Interholdco. The general partner of GAP 85 is General Atlantic GenPar, L.P., a Delaware limited partnership ("GenPar"). The general partner of GenPar is General Atlantic LLC, a Delaware limited liability company ("GA LLC"). GA LLC is the managing member of GAPCO III and GAPCO IV and the general partner of GAPCO CDA. GAPCO Management GmbH, a German corporation ("GmbH Management"), is the general partner of KG. Certain managing directors of GA LLC make investment decisions for GmbH Management. GmbH Management may be deemed to beneficially own the shares of common stock reported as beneficially owned by KG. While GA LLC and GenPar may be deemed to beneficially own all of the securities of the Company reported as beneficially owned by the reporting persons herein, each disclaims such beneficial ownership except to the extent of its pecuniary interest therein. Each of the reporting persons described in the notes above may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person. /s/ Thomas J. Murphy 2013-10-08 /s/ Thomas J. Murphy 2013-10-08 /s/ Thomas J. Murphy 2013-10-08 /s/ Thomas J. Murphy 2013-10-08 /s/ Thomas J. Murphy 2013-10-08 /s/ Thomas J. Murphy 2013-10-08 /s/ Thomas J. Murphy 2013-10-08 /s/ Thomas J. Murphy 2013-10-08 /s/ Thomas J. Murphy 2013-10-08