-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SXunoBA/+nBnypIjp2ScpuiCurnYMoR8Z87hzkLgYSprHrR/H4gA7Dg13f0fbuys +ac3X40ELxwF/v3rS5qMbA== 0001181431-10-026777.txt : 20100513 0001181431-10-026777.hdr.sgml : 20100513 20100513192249 ACCESSION NUMBER: 0001181431-10-026777 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100511 FILED AS OF DATE: 20100513 DATE AS OF CHANGE: 20100513 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHAM EDWARD F CENTRAL INDEX KEY: 0001286195 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32336 FILM NUMBER: 10830270 MAIL ADDRESS: STREET 1: 201 MISSION ST STREET 2: 2ND FL CITY: SAN FRANCISCO STATE: CA ZIP: 94105 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Digital Realty Trust, Inc. CENTRAL INDEX KEY: 0001297996 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 560 MISSION STREET STREET 2: SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: (415)738-6500 MAIL ADDRESS: STREET 1: 560 MISSION STREET STREET 2: SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 4 1 rrd275682.xml FORM 4 FOR EDWARD SHAM (UNIT CONVERSION AND SALE) X0303 4 2010-05-11 0 0001297996 Digital Realty Trust, Inc. DLR 0001286195 SHAM EDWARD F 560 MISSION STREET SUITE 2900 SAN FRANCISCO CA 94105 0 1 0 0 Vice President, Controller Common Stock 2010-05-11 4 M 0 4203 A 4203 D Common Stock 2010-05-11 4 S 0 4203 60 D 0 D Common Stock 2010-05-11 4 M 0 4247 A 4247 D Common Stock 2010-05-11 4 S 0 4247 60 D 0 D Class C Profits Interest Units 2010-05-11 4 M 0 4203 0 D Common Stock 4203 16136 D Long-Term Incentive Units 2010-05-11 4 M 0 4247 0 D Common Stock 4247 15200 D Edward Sham converted 4,203 Class C Profits Interest Units ("Class C Units") into common limited partnership units ("Common Units") of Digital Realty Trust, L.P., a Maryland Limited Partnership (the "Operating Partnership"), and subsequently redeemed the 4,203 Common Units for 4,203 shares of the common stock of Digital Realty Trust, Inc. (the "Issuer"), all in accordance with the requirements of the Limited Partnership Agreement of the Operating Partnership. Class C Units are membership interests in the Operating Partnership of which the Issuer is the general partner. Class C Units that have satisfied the performance condition and achieved full parity with Common Units receive the same quarterly distributions as Common Units, and may be converted into an equal number of Common Units on a one-for-one basis at any time. Common Units will be redeemable for cash based on the fair market value of an equivalent number of shares of the Issuer's common stock, or, at the election of the Issuer, for an equal number of shares of the Issuer's common stock. The Class C Units have achieved full parity with Common Units. Edward Sham converted 4,247 long-term incentive units into Common Units of the Operating Partnership, and subsequently redeemed the 4,247 Common Units for 4,247 shares of the common stock of the Issuer, all in accordance with the requirements of the Limited Partnership Agreement of the Operating Partnership. Long-term incentive units are profits interest units in the Operating Partnership. Vested profits interest units may be converted into an equal number of Common Units in the Operating Partnership on a one-for-one basis at any time. Common Units are redeemable for cash based on the fair market value of an equivalent number of shares of the Issuer's common stock, or, at the election of the Issuer, for an equal number of shares of the Issuer's common stock, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified extraordinary distributions or similar events. 1 for 1. N/A /s/ Barbara Polster, attorney-in-fact 2010-05-13 -----END PRIVACY-ENHANCED MESSAGE-----