-----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, UuzAQXw1TokVkrpqSj9St1O+yUOeIkAYk3jPCsLm+UgadgkjjndZjl7l8h/DzlYz D2hLvDURGS125G1DXee0yg== 0001181431-07-030066.txt : 20070504 0001181431-07-030066.hdr.sgml : 20070504 20070504214255 ACCESSION NUMBER: 0001181431-07-030066 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070502 FILED AS OF DATE: 20070504 DATE AS OF CHANGE: 20070504 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Foust Michael F CENTRAL INDEX KEY: 0001307034 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32336 FILM NUMBER: 07822126 BUSINESS ADDRESS: BUSINESS PHONE: (650) 233-3600 MAIL ADDRESS: STREET 1: DIGITAL REALTY TRUST, INC. STREET 2: 2730 SAND HILL ROAD, SUITE 280 CITY: MENLO PARK STATE: CA ZIP: 94025 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 rrd157149.xml FORM 4 X0202 4 2007-05-02 0 0001297996 Digital Realty Trust, Inc. DLR 0001307034 Foust Michael F 560 MISSION STREET, SUITE 2900 SAN FRANCISCO CA 94105 1 1 0 0 CEO and Director Class C Profits Interest Units 2007-05-02 4 A 0 112608 0 A Common Stock 112608 112608 D Common Stock Options 41.73 2007-05-02 4 A 0 11000 0 A 2017-05-02 Common Stock 11000 11000 D Class C profits interest units ("Class C Units") are partnership interests in the Operating Partnership. Subject to the grantee's continuous service with the issuer, sixty percent of the Class C Units will vest on May 1, 2010 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 May 1, 2007 through certain specified dates exceeds certain targets. Upon vesting, Class C Units will be treated in the same manner as long-term incentive units. Long-term incentive units receive the same quarterly distributions as common limited partnership units of the Operating Partnership ("Common Units"). (Continued on Footnote 2.) 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.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, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified extraordinary distributions or similar events. Represents an option to purchase common stock in the Issuer, 20% of which will vest on May 2, 2008, and thereafter 1-2/3% will vest monthly. /s/ Barbara Polster, attorney-in-fact 2007-05-04 -----END PRIVACY-ENHANCED MESSAGE-----