SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

GA QTS Interholdco, LLC

(Last)

(First)

(Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY,LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK

10055

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/08/2013

3. Issuer Name and Ticker or Trading Symbol
QTS Realty Trust, Inc. [ QTS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		*See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class C units of operating partnership	⁽¹⁾	⁽¹⁾	Class A Common Stock	11,043,645	⁽¹⁾	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Class D units of operating partnership	⁽¹⁾	⁽¹⁾	Class A Common Stock	3,600,000	⁽¹⁾	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

GA QTS Interholdco, LLC

(Last)

(First)

(Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY,LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK

10055

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		*See Remarks

1. Name and Address of Reporting Person^*

GENERAL ATLANTIC LLC

(Last)

(First)

(Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY,LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK

10055

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		*See Remarks

1. Name and Address of Reporting Person^*

GENERAL ATLANTIC GENPAR, L.P.

(Last)

(First)

(Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY,LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK

10055

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		*See Remarks

1. Name and Address of Reporting Person^*

GENERAL ATLANTIC PARTNERS 85, L.P.

(Last)

(First)

(Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY,LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK

10055

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		*See Remarks

1. Name and Address of Reporting Person^*

GAP COINVESTMENTS III LLC

(Last)

(First)

(Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY,LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK

10055

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		*See Remarks

1. Name and Address of Reporting Person^*

GAP COINVESTMENTS IV LLC

(Last)

(First)

(Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY,LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK

10055

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		*See Remarks

1. Name and Address of Reporting Person^*

GAP Coinvestments CDA, L.P.

(Last)

(First)

(Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY,LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK

10055

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		*See Remarks

1. Name and Address of Reporting Person^*

GAPCO GMBH & CO KG

(Last)

(First)

(Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY,LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK

10055

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		*See Remarks

1. Name and Address of Reporting Person^*

GAPCO MANAGEMENT GMBH

(Last)

(First)

(Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY,LLC

55 EAST 52ND STREET, 32ND FLOOR

(Street)

NEW YORK

10055

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		*See Remarks

Explanation of Responses:

1. 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)

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.

3. 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)

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.

5. 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.

Remarks:

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	10/08/2013
	/s/ Thomas J. Murphy	10/08/2013
	/s/ Thomas J. Murphy	10/08/2013
	/s/ Thomas J. Murphy	10/08/2013
	/s/ Thomas J. Murphy	10/08/2013
	/s/ Thomas J. Murphy	10/08/2013
	/s/ Thomas J. Murphy	10/08/2013
	/s/ Thomas J. Murphy	10/08/2013
	/s/ Thomas J. Murphy	10/08/2013
	** 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 5 (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).
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