rrd87795_98818.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, DMZFb+G3nVUGV4gOeGlHPpvJFtJG0QC4cy3pheOqfvDd5Ob1rTgFLHQJCHOj9k7F 4T9fcQFsk93sxtwspsuU1g== 0001181431-05-069163.txt : 20051228 0001181431-05-069163.hdr.sgml : 20051228 20051228213030 ACCESSION NUMBER: 0001181431-05-069163 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051228 FILED AS OF DATE: 20051228 DATE AS OF CHANGE: 20051228 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: 051289819 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: 0726 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 rrd101433.xml FORM 4 FOR EDWARD F. SHAM X0202 4 2005-12-28 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 Long-Term Incentive Units 2005-12-28 4 A 0 4355 0 A Common Stock 4355 4355 D Class C Profits Interest Units 2005-12-28 4 A 0 16667 0 A Common Stock 16667 16667 D Long-term incentive units are membership interests in Digital Realty Trust, L.P., a Maryland limited partnership of which the issuer is the general partner (the "Operating Partnership"). Twenty percent of these units will vest on October 1, 2006 and thereafter 1/60th will vest monthly. Long-term incentive units receive the same quarterly distributions as common limited partnership units of the Operating Partnership ("Common Units"). Upon vesting, long-term incentive units may initially not have full parity with Common Units with respect to liquidating distributions; however, upon the occurrence of specified events, long-term incentive units may achieve full parity with Common Units for all purposes, and thereafter vested long-term incentive units may be converted into an equal number of Common Units on a one-for-one basis at any time. (Continued on Footnote 2.) 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. Class C profits interest units ("Class C Units") are membership interests in the Operating Partnership. Sixty percent of the Class C Units will vest on September 30, 2008 and thereafter 1-2/3% will vest monthly, except that 100% of the Class C Units will vest upon a change in control of the issuer, provided in each case that the cumulative return to the issuer's common stockholders as measured from October 1, 2005 exceeds certain targets. Upon vesting, Class C Units will be treated in the same manner as long-term incentive units. /s/Barbara Polster, attorney-in-fact 2005-12-28 EX-24. 2 rrd87795_98818.htm POWER OF ATTORNEY rrd87795_98818.html

POWER OF ATTORNEY

	KNOW ALL PERSONS BY THESE PRESENTS that each person whose
signature appears below does hereby make, constitute and appoint each of A. William
Stein,  Joshua Mills and Barbara Polster as a true and lawful attorney-in-fact of the
undersigned with full powers of substitution and revocation, for and in the name, place
and stead of the undersigned (both in the undersigned's individual capacity and as an
officer or member of the  board of directors) to execute and deliver such forms as may be
required to be filed from time to time with the Securities and Exchange Commission with
respect to any investments of Digital Realty Trust Inc. (including any amendments or
supplements to any reports from schedules previously filed by such persons or entities)
including any joint filing agreements or joint filer information statements in connection
therewith, with respect to any subsidiary of Digital Realty Trust, Inc.: (i) pursuant to
Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended, including
without limitation Schedules 13D and 13G, statements on Form 3, Form 4 and Form 5
and (ii) in connection with any applications for EDGAR access codes, including without
limitation the Form ID.

	SIGNATURE				TITLE				DATE

/s/Edward F. Sham 		Vice President and Controller		December 28, 2005

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