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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
QTS Realty Trust, Inc. [ QTS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/04/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Class A Common Stock | 03/04/2020 | C | 1,646 | A | (1) | 37,385 | D | |||
Class A Common Stock | 03/04/2020 | S | 1,646 | D | $60.0331(2) | 35,739 | D | |||
Class A Common Stock | 03/04/2020 | M | 6,317 | A | $35.81(3) | 42,056 | D | |||
Class A Common Stock | 03/04/2020 | S | 6,317 | D | $59.84 | 35,739 | D | |||
Class A Common Stock | 03/04/2020 | M | 8,424 | A | $34.03(4) | 44,163 | D | |||
Class A Common Stock | 03/04/2020 | S | 8,424 | D | $59.9806(5) | 35,739 | D | |||
Class A Common Stock | 03/04/2020 | M | 6,659 | A | $21(6) | 42,398 | D | |||
Class A Common Stock | 03/04/2020 | S | 6,659 | D | $59.9085(7) | 35,739 | D | |||
Class A Common Stock | 03/04/2020 | S | 16,314 | D | $59.8384(8) | 19,425 | D | |||
Class A Common Stock | 03/05/2020 | F | 884(9) | D | $60.07 | 18,541 | D | |||
Class A Common Stock | 03/06/2020 | A | 9,847(10) | A | $0.00 | 28,388 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Class A Units of Operating Partnership | (1) | 03/04/2020 | C | 1,646 | (1) | (1) | Class A Common Stock | 1,646 | (1) | 10,000 | D | ||||
Stock Option (Right to Buy) | $35.81 | 03/04/2020 | M | 6,317 | (3) | 02/27/2025 | Class A Common Stock | 6,317 | $35.81 | 0.00 | D | ||||
Stock Option (Right to Buy) | $34.03 | 03/04/2020 | M | 8,424 | (4) | 03/07/2028 | Class A Common Stock | 8,424 | $34.03 | 4,242 | D | ||||
Stock Option (Right to Buy) | $21 | 03/04/2020 | M | 6,659 | (6) | 10/15/2023 | Class A Common Stock | 6,659 | $0.00 | 0.00 | D |
Explanation of Responses: |
1. Class A units of Operating Partnership are redeemable for cash or, at the operating partnership's election, shares of the Company's Class A common stock on a one-for-one basis, beginning November 1, 2014, which was one year following the beginning of the first full calendar month following the closing of the Company's initial public offering. |
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.99 to $60.04, inclusive. The reporting person undertakes to provide to QTS Realty Trust, Inc., any security holder of QTS Realty Trust, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Footnote (2). |
3. 6,317 shares of Class A common stock were acquired upon Mrs. Goza's exercise of options to purchase shares of Class A common stock, granted on February 27, 2015 under the QTS Realty Trust, Inc. 2013 Equity Compensation Plan. The options vest over a four year period beginning on the first anniversary of the date of grant and at the end of each calendar quarter thereafter. |
4. 8,424 shares of Class A common stock were acquired upon Mrs. Goza's exercise of options to purchase shares of Class A common stock, granted on March 7, 2018 under the QTS Realty Trust, Inc. 2013 Equity Compensation Plan. The options vest over a three year period beginning on the first anniversary of the date of grant and at the end of each calendar quarter thereafter. |
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.97 to $60.035, inclusive. The reporting person undertakes to provide to QTS Realty Trust, Inc., any security holder of QTS Realty Trust, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Footnote (5). |
6. 6,659 shares of Class A common stock were acquired upon Mrs. Goza's exercise of options to purchase shares of Class A common stock, granted on October 15, 2013 under the QTS Realty Trust, Inc. 2013 Equity Compensation Plan. The options vest over a four year period beginning on the first anniversary of the date of grant and at the end of each calendar quarter thereafter. |
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.84 to $59.98, inclusive. The reporting person undertakes to provide to QTS Realty Trust, Inc., any security holder of QTS Realty Trust, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Footnote (7). |
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.27 to $60.25, inclusive. The reporting person undertakes to provide to QTS Realty Trust, Inc., any security holder of QTS Realty Trust, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Footnote (8). |
9. Reflects shares surrendered to the Issuer to satisfy tax withholding obligation in connection with the vesting of restricted shares. |
10. These restricted shares were granted under the QTS Realty Trust, Inc. 2013 Equity Incentive Plan (the "Plan") and vest over three years beginning on the first anniversary of the date of grant and each quarter thereafter. |
Remarks: |
Aga Carpenter, as attorney in fact for Goza Shirley E. | 03/06/2020 | |
** 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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |