-----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, VEQzv1vuv/TlGCxfUVJEqqy4q6afPn1Uw/zBqwXSrmgKcqHhCysVSNOcujwBnThp MfD9uyknMg/lDqYuV/3YKA== 0001181431-10-047692.txt : 20100922 0001181431-10-047692.hdr.sgml : 20100922 20100922215208 ACCESSION NUMBER: 0001181431-10-047692 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100920 FILED AS OF DATE: 20100922 DATE AS OF CHANGE: 20100922 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stein A William CENTRAL INDEX KEY: 0001307117 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32336 FILM NUMBER: 101085531 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 rrd286836.xml FORM 4 FOR A. WILLIAM STEIN (UNIT CONVERSION AND SALE AND OPTION EXERCISE AND SALE) X0303 4 2010-09-20 0 0001297996 Digital Realty Trust, Inc. DLR 0001307117 Stein A William 560 MISSION STREET, SUITE 2900 SAN FRANCISCO CA 94105 0 1 0 0 CFO and CIO Common Stock 2010-09-20 4 M 0 1680 A 1680 D Common Stock 2010-09-20 4 S 0 1680 63.26 D 0 D Common Stock 2010-09-20 4 M 0 10770 A 10770 D Common Stock 2010-09-20 4 S 0 10770 63.26 D 0 D Common Stock 2010-09-20 4 M 0 3483 41.73 A 3483 D Common Stock 2010-09-20 4 S 0 3483 63.25 D 0 D Class C Profits Interest Units 2010-09-20 4 M 0 1680 0 D Common Stock 1680 16809 D Long-Term Incentive Units 2010-09-20 4 M 0 10770 0 D Common Stock 10770 71476 D Employee Stock Option (right to buy) 41.73 2010-09-20 4 M 0 3483 0 D 2017-05-02 Common Stock 3483 7517 D In accordance with the terms of a Trading Plan (SEC Rule 10b5-1 - Securities Exchange Act of 1934), A. William Stein converted 1,680 Class C Profits Interest Units ("Class C 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 1,680 Common Units for 1,680 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. Vested 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. Common Stock sold in accordance with the terms of a Trading Plan (SEC Rule 10b5-1 - Securities Exchange Act of 1934). In accordance with the terms of a Trading Plan (SEC Rule 10b5-1 - Securities Exchange Act of 1934), A. William Stein converted 10,770 long-term incentive units into Common Units of the Operating Partnership, and subsequently redeemed the 10,770 Common Units for 10,770 shares of the common stock of 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 Represents the average sale price. Exact sale prices range from $63.25 to $63.29. Twenty percent of the option shares vested on May 2, 2008; thereafter 1/60th vest monthly so that the option will be fully vested on the fifth anniversary of the grant date. This statement of changes in beneficial ownership ("Form 4") of securities of Digital Realty Trust, Inc. (the "Issuer") is being filed to report a transaction(s) that is also being reported concurrently on a Form 4 for Digital Realty Trust, L.P. (the "Operating Partnership"). The change(s) in beneficial ownership reported on this Form 4 for the Issuer are as a result of the same transaction(s) reported in the Form 4 for the Operating Partnership. /s/ Barbara Polster, attorney-in-fact 2010-09-22 -----END PRIVACY-ENHANCED MESSAGE-----