0001562180-21-005754.txt : 20210902 0001562180-21-005754.hdr.sgml : 20210902 20210902161046 ACCESSION NUMBER: 0001562180-21-005754 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: Williams Chad L. CENTRAL INDEX KEY: 0001587364 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36109 FILM NUMBER: 211233360 MAIL ADDRESS: STREET 1: C/O QTS REALTY TRUST, INC. STREET 2: 12851 FOSTER STREET CITY: OVERLAND PARK STATE: KS ZIP: 66213 FORMER NAME: FORMER CONFORMED NAME: Williams Chad J. DATE OF NAME CHANGE: 20130920 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 0001587364 Williams Chad L. C/O QTS REALTY TRUST, INC. 12851 FOSTER STREET OVERLAND PARK KS 66213 true true false false Chief Executive Officer Class A Common Stock 2021-08-31 4 A false 294013.00 0.00 A 515874.00 D Class A Common Stock 2021-08-31 4 D false 515874.00 D 0.00 D Class A Common Stock 2021-08-31 4 D false 41145.00 D 0.00 I Footnote Class A Common Stock 2021-08-31 4 D false 3927.00 D 0.00 I Footnote Class A units of Operating Partnership 2021-08-31 4 D false 374687.00 78.00 D Class A common stock 374687.00 0.00 I Footnote Class A units of Operating Partnership 2021-08-31 4 D false 267000.00 D Class A common stock 267000.00 0.00 I Footnote Class A Units of Operating Partnership 2021-08-31 4 D false 235302.00 78.00 D Class A Common Stock 235302.00 4121799.00 I Footnote Class A Units of Operating Partnership 2021-08-31 4 D false 4121799.00 D Class A Common Stock 4121799.00 0.00 I Footnote Class A units of Operating Partnership 2021-08-31 4 D false 1101099.00 D Class A common stock 1101099.00 0.00 I Footnote Employee stock option (right to buy) 50.66 2021-08-31 4 D false 231467.00 27.34 D 2027-03-07 Class A common stock 231467.00 0.00 D Employee stock option (right to buy) 45.78 2021-08-31 4 D false 46546.00 32.22 D 2026-03-02 Class A common stock 46546.00 0.00 D Employee stock option (right to buy) 35.81 2021-08-31 4 D false 25782.00 42.19 D 2025-02-27 Class A common stock 25782.00 0.00 D Employee stock option (right to buy) 34.03 2021-08-31 4 D false 200000.00 43.97 D 2028-03-07 Class A common stock 200000.00 0.00 D Employee stock option (right to buy) 34.03 2021-08-31 4 D false 142658.00 43.97 D 2028-03-07 Class A common stock 142658.00 0.00 D Employee stock option (right to buy) 21.00 2021-08-31 4 D false 2442.00 57.00 D 2023-10-15 Class A common stock 2442.00 0.00 D On March 5, 2019, March 6, 2020 and March 5, 2021, the reporting person was granted, as applicable, performance-based restricted share units ("RSUs") eligible to be earned based on Operating Funds From Operations per diluted share of the Issuer over a performance period and RSUs eligible to be earned based on relative total stockholder return over a performance period. In connection with the Merger (as defined below), the Compensation Committee certified the degree to which the performance measures were achieved for awards for which performance had not previously been certified and pursuant to the Merger Agreement (as defined below). Such RSUs (including dividend equivalent rights accrued thereon) became fully vested in accordance with their terms in connection with the Merger. The units are owned by a family limited liability company of which Mr. Williams had managerial authority. The units are owned by a family trust of which Mr. Williams is the trustee. The units are owned by 10 separate family trusts of which Mr. Williams is the trustee. These options to purchase shares of Class A common stock were granted under the Plan and vested ratably over three years beginning on the first anniversary of the date of grant and each quarter thereafter. 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 vested ratably over three years beginning on the first anniversary of the date of grant and each quarter thereafter. 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 vested ratably over four years beginning on the first anniversary of the date of grant and each quarter thereafter. Each option was canceled in the Merger in exchange for a cash payment of $42.19, 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 vested two years after the grant date. 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 vested ratably over three years beginning on the first anniversary of the date of grant and each quarter thereafter. 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 vested ratably over four years beginning on the first anniversary of the date of grant and each quarter thereafter. 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. Includes Class A common stock disposed of, and vested RSUs cancelled, 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, Volt Upper Holdings LLC, Volt Lower Holdings LLC, and Volt Acquisition LP (the "Merger Agreement") in exchange for $78.00 in cash per share or unit, as applicable, without interest, less any applicable withholding. Includes Class A common stock disposed of pursuant to the terms of the Merger Agreement in exchange for $78.00 in cash per share or unit, as applicable, without interest, less any applicable withholding. The shares were owned by three separate trusts of which Mr. Williams is trustee. The shares were owned by a family limited liability company of which Mr. Williams is the manager. 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. Disposed of pursuant to the transactions contemplated by the Merger Agreement in exchange for $78.00 in cash per unit, without interest, less any applicable withholding. The units were owned by two separate family limited liability company of which Mr. Williams had managerial authority. These Class A units were retained by the reporting person in connection with the transactions contemplated by the Merger Agreement. /s/ Aga Carpenter, as attorney in fact for Chad L. Williams 2021-09-02