SEC FORM 4

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

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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^*

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2013

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/15/2013		C		11,043,645	A	$0	11,043,645	D⁽¹⁾⁽²⁾⁽³⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class A Common Stock	10/15/2013		C		3,600,000	A	$0	14,643,645	D⁽¹⁾⁽²⁾⁽³⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class A Common Stock	10/15/2013		P		2,000,000	A	$21	16,643,645	D⁽¹⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C units of operating partnership	⁽²⁾⁽³⁾	10/15/2013		C			11,043,645	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	11,043,645	$0	0	D⁽¹⁾⁽²⁾⁽³⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class D units of operating partnership	⁽²⁾⁽³⁾	10/15/2013		C			3,600,000	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	3,600,000	$0	0	D⁽¹⁾⁽²⁾⁽³⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾

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

1. Name and Address of Reporting Person^*

General Atlantic Partners 93, 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

Explanation of Responses:

1. By GA QTS Interholdco, LLC, a Delaware limited liability company ("GA QTS Interholdco").

2. Upon completion of the initial public offering (the "IPO") of QTS Realty Trust, Inc. (the "Company"), (i) 11,043,645 Class C units of limited partnership interest in QualityTech, L.P., the Company'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"), owned by General Atlantic REIT, Inc., a Maryland corporation ("GA REIT"), converted 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 (cont'd in FN 3).

3. (cont'd from FN 2) (ii) GA REIT merged with and into the Company (with the Company surviving such merger) and such Class A Units 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. GA QTS Interholdco owned all of the shares of common stock of GA REIT and, as a consequence of such merger, became the direct owner of such shares of Class A Common Stock.

4. Effective October 15, 2013, General Atlantic Partners 93, L.P. a Delaware limited partnership ("GAP 93") became a member of GA QTS Interholdco. Upon the completion of the IPO, GA QTS Interholdco purchased 2,000,000 shares of Class A Common Stock of the Company, of which GAP 93 acquired a beneficial interest in 1,788,223 shares of such Class A Common Stock, GAP Coinvestments III, LLC, a Delaware limited liability company and a member of GA QTS Interholdco ("GAPCO III"), acquired a beneficial interest in 158,908 shares of such Class A Common Stock, (cont'd in FN 5)

5. (con't from FN 4) GAP Coinvestments IV, LLC, a Delaware limited liability company and a member of GA QTS Interholdco ("GAPCO IV"), acquired a beneficial interest in 36,348 shares of such Class A Common Stock, GAP Coinvestments CDA, L.P., a Delaware limited partnership and a member of GA QTS Interholdco ("GAPCO CDA"), acquired a beneficial interest in 8,478 shares of such Class A Common Stock and GAPCO GmbH & Co., KG, a German limited partnership and a member of GA QTS Interholdco ("KG"), acquired a beneficial interest in 8,043 shares of such Class A Common Stock.

6. With respect to all of the shares of Class A Common Stock owned by GA QTS Interholdco, General Atlantic Partners 85, L.P., a Delaware limited partnership and member of GA QTS Interholdco ("GAP 85"), indirectly beneficially owns 13,831,736 shares of Class A Common Stock held by GA QTS Interholdco; GAP 93 indirectly beneficially owns 1,788,223 shares of Class A Common Stock held by GA QTS Interholdco; GAPCO III indirectly beneficially owns 773,478 shares of Class A Common Stock held by GA QTS Interholdco; (cont'd in FN 7)

7. (cont'd from FN 6) GAPCO IV indirectly beneficially owns 176,018 shares of Class A Common Stock held by GA QTS Interholdco; GAPCO CDA indirectly beneficially owns 38,963 shares of Class A Common Stock held by GA QTS Interholdco; and KG indirectly beneficially owns 35,227 shares of Class A Common Stock held by GA QTS Interholdco.

8. The general partner of GAP 85 and GAP 93 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	10/17/2013
	/s/ Thomas J. Murphy	10/17/2013
	/s/ Thomas J. Murphy	10/17/2013
	/s/ Thomas J. Murphy	10/17/2013
	/s/ Thomas J. Murphy	10/17/2013
	/s/ Thomas J. Murphy	10/17/2013
	/s/ Thomas J. Murphy	10/17/2013
	/s/ Thomas J. Murphy	10/17/2013
	/s/ Thomas J. Murphy	10/17/2013
	/s/ Thomas J. Murphy	10/17/2013
	** 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 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).
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