-----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, QOrPRuPl7qoMvo6dEA4cDH+gVSgVcjK/LKz5Af/N/4p9XcMWcwNOMN8hKg/3p/KT zV/hCY8dmOnMVIjJnZhmhw== 0001181431-08-070106.txt : 20081231 0001181431-08-070106.hdr.sgml : 20081231 20081231132603 ACCESSION NUMBER: 0001181431-08-070106 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081229 FILED AS OF DATE: 20081231 DATE AS OF CHANGE: 20081231 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: 081278395 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 rrd228086.xml FORM 4 FOR MICHAEL FOUST (CONVERT AND HOLD) X0303 4 2008-12-29 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 Common Stock 2008-12-29 4 M 0 25338 A 46111 D Common Stock 2008-12-29 4 M 0 4743 A 50854 D Class C Profits Interest Units 2008-12-29 4 M 0 25338 0 D Common Stock 25338 0 D Long-Term Incentive Units 2008-12-29 4 M 0 4743 0 D Common Stock 4743 59977 D Michael Foust converted 25,338 Class C Profits Interest 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 25,338 Common Units for 25,338 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. Michael Foust converted 4,743 long-term incentive 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 4,743 Common Units for 4,743 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. 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 2008-12-31 -----END PRIVACY-ENHANCED MESSAGE-----