0001407739-17-000111.txt : 20170918 0001407739-17-000111.hdr.sgml : 20170918 20170918150549 ACCESSION NUMBER: 0001407739-17-000111 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170914 FILED AS OF DATE: 20170918 DATE AS OF CHANGE: 20170918 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FOSTER JEFFREY H CENTRAL INDEX KEY: 0001264701 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33748 FILM NUMBER: 171089782 MAIL ADDRESS: STREET 1: 401 9TH STREET, NW #600 CITY: WASHINGTON STATE: DC ZIP: 20004 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DUPONT FABROS TECHNOLOGY, INC. CENTRAL INDEX KEY: 0001407739 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 208718331 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 401 9TH STREET, NW, SUITE 600 CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: 202-728-0044 MAIL ADDRESS: STREET 1: 401 9TH STREET, NW, SUITE 600 CITY: WASHINGTON STATE: DC ZIP: 20004 4 1 wf-form4_150576153603593.xml FORM 4 X0306 4 2017-09-14 1 0001407739 DUPONT FABROS TECHNOLOGY, INC. DFT 0001264701 FOSTER JEFFREY H 401 9TH STREET, N.W. SUITE 600 WASHINGTON DC 20004 0 1 0 0 Chief Financial Officer Common Stock 2017-09-14 4 D 0 23509 D 0 D Performance Stock Units 2017-09-14 4 D 0 31700 0 D Common Stock 31700.0 0 D On September 14, 2017, pursuant to the Agreement and Plan of Merger dated as of June 8, 2017 (the Merger Agreement), by and among Digital Realty Trust, Inc. (DLR), Penguins REIT Sub, LLC (REIT Merger Sub), Digital Realty Trust, L.P. (DLR OP), Penguins OP Sub 2, LLC (Merger Sub GP), Penguins OP Sub, LLC (OP Merger Sub), DuPont Fabros Technology, Inc. (DFT) and DuPont Fabros Technology, L.P. (DFT OP), DLR and DFT combined through (i) a merger of DFT with and into REIT Merger Sub, with REIT Merger Sub surviving the merger as the surviving entity (the REIT Merger), and (ii) a merger of OP Merger Sub with and into DFT OP, with DFT OP surviving the merger as the surviving partnership. Pursuant to the Merger Agreement, at the effective time of the REIT Merger, each share of DFT common stock issued and outstanding immediately prior to such time was converted into the right to receive 0.545 shares of DLR common stock. These performance stock units (PSUs) were issued under the Companys 2011 Equity Incentive Plan. Each unit represents the right to receive one share of the underlying security at a date in the future, subject to adjustment pursuant to the terms of the award. These performance stock units are subject to performance-based vesting conditions based on (a) the Reporting Persons continuous service with the Company from the grant date until March 1, 2018 (with respect to 9,271 of the PSUs) or February 1, 2019 (with respect to 22,429 of the PSUs), and (b) with respect to one-half of the award, the total shareholder return of the Companys common stock (the Company TSR) for a 3-year Performance Period that commenced on January 1, 2015 (with respect to 9,271 PSUs) or January 1, 2016 (with respect to 22,429 PSUs) (the Performance Period), as compared to the return of the MSCI US REIT Index for the 3-year Performance Period, and (c) with respect to the remaining half of the award, the Company TSR for the applicable Performance Period as compared to the return of an index of publicly-traded data center companies for the applicable 3-year Performance Period. At the effective time of the REIT Merger, each award of PSUs that was outstanding as of immediately prior to the effective time of the REIT Merger was converted into the right to receive 0.545 PSUs of DLR. Following such conversion, such DLR PSUs vested and were converted into common stock of DLR. \s\ Attorney-in-fact Richard A. Montfort, Jr. 2017-09-18