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^*

MALEK FREDERIC V

(Last)

(First)

(Middle)

1212 NEW YORK AVENUE, N.W.

SUITE 900

(Street)

WASHINGTON

20005

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DUPONT FABROS TECHNOLOGY, INC. [ DFT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2009

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)
Common Stock	05/19/2009		A		15,660⁽¹⁾⁽²⁾⁽³⁾	A	$0	217,565	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)

Explanation of Responses:

1. The Issuer's director compensation policy provides for a $62,000 annual cash retainer to Mr. Malek for his service as an independent director, the Lead Independent Director and chair of the Nominating and Corporate Governance Committee. On May 19, 2009, following Mr. Malek's election to a one-year term as a director at the Issuer's annual meeting of stockholders held on the same day (the "Annual Meeting"), the Compensation Committee of the Board of Directors of the Issuer approved the payment of the annual retainer, but modified the director compensation policy for 2009 to provide that the annual retainer be paid in stock. Consequently, the stock award reported on this Form 4 includes shares of the Issuer's common stock related to the annual cash retainer.

2. The Issuer's director compensation policy also provides for a grant to Mr. Malek of an award of common stock in an amount equal to $40,000. At the time that the Issuer completed its initial public offering ("IPO") in October 2007, it granted to each independent director, including Mr. Malek, a stock award designed to cover the one-year period following the IPO. At the time of the first anniversary of the IPO, the Compensation Committee decided not to take any action with respect to a stock award until the Annual Meeting. On May 19, 2009, the Compensation Committee granted a stock award to each independent director in an amount equal to $63,123, which represents the $40,000 annual stock award related to the directors' one-year term commencing as of the Annual Meeting, and a $23,123 stock award related to the period of service from the first anniversary of the IPO to the date of the Annual Meeting.

3. The number of shares of common stock granted for all of the awards described above was based on the average of the opening and closing per share price of the Issuer?s common stock on May 19, 2009, or $7.99.

	\s\ Attorney-in-fact Richard A. Montfort, Jr.	05/21/2009
	** 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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