X0304 4 2012-02-14 0 0001297996 Digital Realty Trust, Inc. DLR 0001512898 Smith James M. 560 MISSION STREET, SUITE 2900 SAN FRANCISCO CA 94105 0 1 0 0 Chief Technology Officer Common Stock 2012-02-14 4 A 0 3389 0 A 17497 D Long-Term Incentive Units 2012-02-14 4 A 0 2513 0 A Common Stock 2513 5245 D Long-term incentive units are membership interests in Digital Realty Trust, L.P., a Maryland limited partnership (the "Operating Partnership"), of which Digital Realty Trust, Inc. (the "Issuer") is the general partner. Long-term incentive units receive the same quarterly distributions as common limited partnership units of the Operating Partnership ("Common Units"). Long-term incentive units may initially not have full parity with Common Units with respect to liquidating distributions; however, upon the occurrence of specified events, long-term incentive units may achieve full parity with Common Units for all purposes, and thereafter vested long-term incentive units may be converted into an equal number of Common Units on a one-for-one basis at any time. Common Units will be redeemable for cash based on the fair market value of an equivalent number of shares of the Issuer's common stock, or, at the election of the Issuer, for an equal number of shares of the Issuer's common stock. 1 for 1. Twenty percent (20%) of these units will vest on February 27, 2013, an additional 20% will vest on February 27, 2014, an additional 30% will vest on February 27, 2015 and the remaining 30% will vest on February 27, 2016. N/A Reflects restricted stock initially granted on February 10, 2011 that was subject to a performance-based vesting condition, which performance-based vesting condition was satisfied in full on February 14, 2012. This statement of changes in beneficial ownership ("Form 4") of securities of the Issuer is being filed to report a transaction(s) that is also being reported concurrently on a Form 4 for the Operating Partnership. The change(s) in beneficial ownership reported on this Form 4 for the Issuer are as a result of the same transaction(s) reported in the Form 4 for the Operating Partnership. /s/ Barbara Polster, Attorney-in-Fact 2012-02-16