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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* REHBERGER WAYNE M (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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/31/2021
	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
7.125% Series A Perpetual Preferred Stock	08/31/2021		D		1,200	D	(1)	0.00	D
Class A Common Stock	08/31/2021		D		5,809	D	(2)	0.00	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)	$59.06	08/31/2021		D			7,043	(3)	03/05/2031	Class A Common Stock	7,043	$18.94	0.00	D
Employee Stock Option (Right to Buy)	$56.84	08/31/2021		D			8,557	(4)	03/06/2030	Class A Common Stock	8,557	$21.16	0.00	D
Employee Stock Option (Right to Buy)	$45.3	08/31/2021		D			10,639	(5)	04/01/2029	Class A common stock	10,639	$32.7	0.00	D

Explanation of Responses:

1. Redeemed pursuant to the exercise of the Company's redemption right in connection with 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:) for $25.00 in cash per share, plus accrued and unpaid dividends, to and including the date of the Merger, without interest, less any applicable withholding.

2. Includes Class A common stock and 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. All Class A common stock was disposed of, and vested DSUs were cancelled, pursuant to the Merger pursuant to the terms of the Merger Agreement in exchange for $78.00 in cash per share (or share under such DSU), without interest, less any applicable withholding.

3. 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.

4. 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.

5. 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 $32.70, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.

Remarks:

	/s/ Aga Carpenter, as attorney in fact for Wayne M. Rehberger	09/02/2021
	** 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).
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