rrd110746_124752.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, Kx5GX9g8/emu12kN9czYe04zuIhdUM/BphLVM1tYwBcTzzgNA2/ZunkTpuqcGkQa rkPen9UVCWiW2jTYZmCJXw== 0001181431-06-046577.txt : 20060809 0001181431-06-046577.hdr.sgml : 20060809 20060809152447 ACCESSION NUMBER: 0001181431-06-046577 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060731 FILED AS OF DATE: 20060809 DATE AS OF CHANGE: 20060809 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Trout James CENTRAL INDEX KEY: 0001371569 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32336 FILM NUMBER: 061017189 BUSINESS ADDRESS: BUSINESS PHONE: 415-738-6500 MAIL ADDRESS: STREET 1: 560 MISSION STREET, SUITE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 3 1 rrd126494.xml FORM 3 FOR JAMES TROUT X0202 3 2006-07-31 0 0001297996 Digital Realty Trust, Inc. DLR 0001371569 Trout James 560 MISSION STREET, SUITE 2900 SAN FRANCISCO CA 94105 0 1 0 0 Sr. VP, Portfolio & Tech Ops Long-Term Incentive Units 0 Common Stock 16163 D Long-Term Incentive Units 0 Common Stock 11614 D Employee Stock Option right-to-buy 12.00 2014-10-28 Common Stock 45459 D Class C Profits Interest Units 0 Common Stock 50000 D Long-term incentive units are membership interests 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 receive the same quarterly distributions as common limited partnershp units of the Operating Partnership ("Common Units"). Long-term incentive units may initally not have full parity with Common Units with respect to liquidating distributions; however, upon the occurence of specified events, long-term incentive units may over time achieve full parity with Common Units for all purposes, and thereafter vested long-term units may be converted into an equal number of common units of the Operating Partnership on a one for one basis at any time. 100% vested but subject to transfer restrictions until October 28, 2007 after which 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, an equal number of shares of the Isssuer's common stock. Tweny percent of these units will vest on October 1, 2006 and thereafter 1/60th will vest monthly and, when vested, 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. Represents an option to purchase common stock in the Issuer, which vests in equal annual installments of 25% on each of the first four anniversaries of October 28, 2004. Class C profits interest units ("Class C Units") are membership interests in the Operating Partnership. A number of Class C Units, up to 60%, will vest on September 30, 2008, and thereafter a number of Class C Units, up to a maximum of 1-2/3% will vest monthly, except that up to 100% of the Class C Units will vest upon a change in control of the Issuer, provided in each case that (i) the cumulative return to the Issuer's common stockholders as measured from October 1, 2005 meets certain targets and (ii) the reporting person remains employed by the issuer for a certain period. Partial vesting is possible based on the cumulative return to the Issuer's common stockholders, the period of time the reporting person remains employed by the issuer and the issuer's stock price for the 5 consecutive trading days ending on the measurement date. Upon vesting, Class C Profits Interest Units will be treated in the same manner as long-term incentive units." Barbara Polster, attorney-in-fact 2006-08-09 EX-24. 2 rrd110746_124752.htm POWER OF ATTORNEY rrd110746_124752.html

POWER OF ATTORNEY

	KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below does hereby make, constitute and appoint each of A. William Stein, Joshua A. 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 wi
thout 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/ James Trout	Senior Vice President, Portfolio and Technical Ops.   July 31, 2006

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