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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Goza Shirley E.

(Last)

(First)

(Middle)

C/O QTS REALTY TRUST, INC.

12851 FOSTER STREET, SUITE 205

(Street)

OVERLAND PARK

66213

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	Secretary

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)

X	Form filed by One Reporting Person
	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		A		8,928⁽¹⁾	A	$0	8,928	D

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)
Employee Stock option (right to buy)	$21	10/15/2013		A		17,755		⁽²⁾	10/15/2023	Class A common stock	17,755	$0	17,755	D
Class D units of Operating Partnership	⁽³⁾	10/15/2013		C			10,000	⁽³⁾	⁽³⁾	Class A units of Operating Partnership	10,000	⁽³⁾	0	D
Class A units of Operating Partnership	⁽³⁾	10/15/2013		C		10,000		⁽³⁾	⁽³⁾	Class A common stock	10,000	⁽³⁾	10,000	D

Explanation of Responses:

1. Concurrently with the closing of the initial public offering of QTS Realty Trust, Inc. (the "Company"), the Company granted 8,928 restricted shares under the QTS Realty Trust, Inc. 2013 Equity Incentive Plan (the "Plan") to Shirley E. Goza that vest ratably over four years beginning on the first anniversary from the date of grant and each quarter thereafter.

2. Concurrently with the closing of the initial public offering of the Company, the Company granted options to purchase shares of Class A common stock under the Plan. The options vest ratably over a four year period beginning on the first anniversary of the date of grant and at each quarter thereafter.

3. In connection with the completion of the initial public offering of the Company, the Class D Units were converted into Class A units on a one-for-one basis, and the Class A units will be 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 one year following the beginning of the first full calendar month following the closing of the initial public offering on October 15, 2013.

Remarks:

	/s/ Shirley E. Goza	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).
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.