rrd46692_52703.html

-----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, SW9hVQQPxBRxq3RU0APPldC/4wgRk8XDyHy6E+38h06Za9pyrDxTsscqwbWGVW6m QQ23P4duhzjRtteJbzwWVA== 0001181431-04-049445.txt : 20041028 0001181431-04-049445.hdr.sgml : 20041028 20041028210522 ACCESSION NUMBER: 0001181431-04-049445 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041028 FILED AS OF DATE: 20041028 DATE AS OF CHANGE: 20041028 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAGNUSON RICHARD A CENTRAL INDEX KEY: 0001191698 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32336 FILM NUMBER: 041104082 MAIL ADDRESS: STREET 1: 400 SOUTH EL CAMINO REAL CITY: SAN MATEO STATE: CA ZIP: 94402-1708 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: 2730 SAND HILL ROAD, SUITE 280 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 233-3600 MAIL ADDRESS: STREET 1: 2730 SAND HILL ROAD, SUITE 280 CITY: MENLO PARK STATE: CA ZIP: 94025 3 1 rrd56040.xml RICHARD MAGNUSON FORM 3 X0202 3 2004-10-28 0 0001297996 Digital Realty Trust, Inc. DLR 0001191698 MAGNUSON RICHARD A 2730 SAND HILL ROAD SUITE 280 MENLO PARK CA 94025 1 1 0 0 Executive Managing Director Common Stock, par value $0.01 per share 322 I By Global Innovation Partners, LLC Long-Term Incentive Units Common Stock 808149 D Common Units Common Stock 29061849 I By Global Innovation Partners, LLC Put Option (obligation to buy) Common Stock 2868846 I By Global Innovation Partners, LLC The reporting person disclaims beneficial ownership of these securities, except to the extent of the reporting person's pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. Represents long-term incentive units in Digital Realty Trust, L.P. a Maryland Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner. Long-term incentive units will initially not have full parity with common limited partnership units of the Operating Partnership; however, upon the occurrence of specified events, long-term incentive units may over time achieve full parity with common units in the Operating Partnership for all purposes, and thereafter may be converted into an equal number of common units of the Operating Partnership on a one for one basis at any time. Common limited partnership units of the Operating Partnership are redeemable commencing fourteen months from the consummation of the Issuer's initial public offering 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, an equal number of shares of the Issuer's common stock. Not applicable 1 for 1 Represents common limited partnership units of the Digital Realty Trust, L.P. a Maryland Limited Partnership (the "Operating Partnership"). Common limited partnership units of the Operating Partnership are redeemable commencing fourteen months from the consummation of the Issuer's initial public offering 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, an equal number of shares of the Issuer's common stock. Represents a put option held by the Issuer that is exerciseable solely by the issuer at any time and expires seven months following the consummation of the Issuer's initial public offering. Exhibit List Exhibit 24 - Power of Attorney /s/ Rachel K. Muir, Attorney-in-fact 2004-10-28 EX-24. 2 rrd46692_52703.htm POWER OF ATTORNEY rrd46692_52703.html

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints each of A. William Stein and Rachel K. Muir, signing singly and not jointly,
the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, any and all Forms 3, 4, and 5 required to be filed under Section 16(a)
of the Securities Exchange Act of 1934, as amended, and the rules thereunder with respect to equity securities of Digital
Realty Trust, Inc. (the "Company");
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete
and execute any and all such Forms 3, 4, or 5 and timely file such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the unde rsigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted,
as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and
powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in se rving in such capacity at
the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Act of 1934, as amended.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4,
and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of October, 2004.

/s/ Richard A. Magnuson
Richard A. Magnuson

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