-----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, Ek2qq9Gxa5MBzshjZEzUDG2pjZ9LGW/V2yn4qRwkCCs3CHJyB0kCDnOyoUIjqh86 dKzw26xZR7QsrAdqjTC65w== 0001193125-05-028800.txt : 20050214 0001193125-05-028800.hdr.sgml : 20050214 20050214141519 ACCESSION NUMBER: 0001193125-05-028800 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 GROUP MEMBERS: GLOBAL INNOVATION MANAGER, LLC GROUP MEMBERS: RICHARD A. MAGNUSON SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80148 FILM NUMBER: 05607408 BUSINESS ADDRESS: STREET 1: 2730 SAND HILL ROAD, SUITE 280 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 233-3600 MAIL ADDRESS: STREET 1: 2730 SAND HILL ROAD, SUITE 280 CITY: MENLO PARK STATE: CA ZIP: 94025 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Global Innovation Partners, LLC CENTRAL INDEX KEY: 0001307045 IRS NUMBER: 957121737 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2730 SAND HILL ROAD STREET 2: SUITE 280 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-3600 MAIL ADDRESS: STREET 1: 2730 SAND HILL ROAD STREET 2: SUITE 280 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G 1 dsc13g.htm SCHEDULE 13G FOR GLOBAL INNOVATION PARTNERS, LLC Schedule 13G for Global Innovation Partners, LLC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

 

Digital Realty Trust, Inc.


(Name of Issuer)

 

Common Stock, par value $0.01 per share


(Title of Class of Securities)

 

 

253868 10 3


                                (CUSIP Number)                                

 


(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

 

¨ Rule 13d-1(c)

 

x Rule 13d-1(d)

 

*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 253868 10 3   13G   Page 2 of 9 Pages

 

  1.  

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

            Global Innovation Partners, LLC

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨

(b)  ¨

   
  3.  

SEC USE ONLY

 

   
  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            Delaware

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

  5.    SOLE VOTING POWER

 

                0


  6.    SHARED VOTING POWER

 

                23,699,359 shares of Common Stock1


  7.    SOLE DISPOSITIVE POWER

 

                0


  8.    SHARED DISPOSITIVE POWER

 

                23,699,359 shares of Common Stock1

  9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            23,699,359 shares of Common Stock1

   
10.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

 

¨

 

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

52.5% based upon 21,421,300 shares of Common Stock outstanding as of January 18, 20052

   
12.  

TYPE OF REPORTING PERSON*

 

            OO (Limited Liability Company)

   

 

1 Issuable upon exchange of 23,699,359 limited partnership units of Digital Realty Trust, L.P. on a one-for-one basis, which are exchangeable commencing fourteen months from the consummation of the Issuer’s initial public offering
2 As reported in the Issuer’s 424(b) prospectus filed on February 4, 2005


CUSIP No. 253868 10 3   13G   Page 3 of 9 Pages

 

  1.  

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

            Global Innovation Manager, LLC

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨

(b)  ¨

   
  3.  

SEC USE ONLY

 

   
  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            Delaware

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

  5.    SOLE VOTING POWER

 

                0


  6.    SHARED VOTING POWER

 

                23,699,359 shares of Common Stock1


  7.    SOLE DISPOSITIVE POWER

 

                0


  8.    SHARED DISPOSITIVE POWER

 

                23,699,359 shares of Common Stock1

  9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            23,699,359 shares of Common Stock1

   
10.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

 

¨

 

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

52.5% based upon 21,421,300 shares of Common Stock outstanding as of January 18, 20052

   
12.  

TYPE OF REPORTING PERSON*

 

            OO (Limited Liability Company)

   

 

1 Issuable upon exchange of 23,699,359 limited partnership units of Digital Realty Trust, L.P. on a one-for-one basis, which are exchangeable commencing fourteen months from the consummation of the Issuer’s initial public offering
2 As reported in the Issuer’s 424(b) prospectus filed on February 4, 2005


CUSIP No. 253868 10 3   13G   Page 4 of 9 Pages

 

  1.  

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

            Richard A. Magnuson

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨

(b)  ¨

   
  3.  

SEC USE ONLY

 

   
  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            United States of America

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

  5.    SOLE VOTING POWER

 

                808,149 shares of Common Stock1


  6.    SHARED VOTING POWER

 

                23,699,359 shares of Common Stock2


  7.    SOLE DISPOSITIVE POWER

 

                808,149 shares of Common Stock1


  8.    SHARED DISPOSITIVE POWER

 

                23,699,359 shares of Common Stock2

  9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            24,507,508 shares of Common Stock3

   
10.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

 

¨

 

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

53.4% based upon 21,421,300 shares of Common Stock outstanding as of January 18, 20054

   
12.  

TYPE OF REPORTING PERSON*

 

            IN

   

 

1 Mr. Magnuson is the owner of 808,149 Long-Term Incentive Units in Digital Realty Trust, L.P., which, upon conversion into 808,149 limited partnership units of Digital Realty Trust, L.P., are exchangeable into shares of the Issuer’s Common Stock on a one-for-one basis commencing fourteen months from the consummation of the Issuer’s initial public offering
2 Issuable upon exchange of 23,699,359 limited partnership units of Digital Realty Trust, L.P. on a one-for-one basis, which are exchangeable commencing fourteen months from the consummation of the Issuer’s initial public offering
3 Issuable upon exchange of 24,507,508 limited partnership units of Digital Realty Trust, L.P. on a one-for-one basis, which are exchangeable commencing fourteen months from the consummation of the Issuer’s initial public offering
4 As reported in the Issuer’s 424(b) prospectus filed on February 4, 2005


CUSIP No. 253868 10 3   13G   Page 5 of 9 Pages

 

Item 1

 

(a).

  

Name of Issuer

 

Digital Realty Trust, Inc. (the “Issuer”)

         

Item 1

 

(b).

  

Address of Issuer’s Principal Executive Offices

 

2730 Sand Hill Road, Suite 280

Menlo Park, California 94025

         

Item 2

 

(a).

  

Name of Person Filing

 

(i) Global Innovation Partners, LLC (“GIP”) and Global Innovation Manager, LLC (“GIM”).

 

GIP is the owner of 23,699,359 Common Limited Partnership Units (“Common Units”) of the Digital Realty Trust, L.P. a Maryland Limited Partnership (the “Operating Partnership”), which are exchangeable into 23,699,359 shares of the Issuer’s Common Stock, par value $0.01 per share (the “Common Stock”), commencing fourteen months from the consummation of the Issuer’s initial public offering. GIM is the manager of GIP. As a result of its relationship with GIP, GIM may be deemed to have shared voting and investment power with respect to the Common Stock beneficially owned by GIP. GIM, however, disclaims beneficial ownership of such Common Stock, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that it is the beneficial owner of such Common Stock for purposes of Section 13(d) or for any other purposes.

 

(ii) Richard A. Magnuson

 

Mr. Magnuson directly (whether through ownership interest or position) or indirectly through one or more intermediaries, may be deemed to control GIP and GIM. Mr. Magnuson is the Executive Managing Director of GIP and GIM and may be deemed to have shared voting and investment power with respect to all Common Stock beneficially owned by GIP. Mr. Magnuson, however, disclaims beneficial ownership of such shares of Common Stock, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of such Common Stock for purposes of Section 13(d) or for any other purposes.

 

Mr. Magnuson is the owner of 808,149 Long-Term Incentive Units in the Operating Partnership, which, upon conversion into 808,149 Common Units of the Operating Partnership, are exchangeable into 808,149 shares of the Issuer’s Common Stock commencing fourteen months from the consummation of the Issuer’s initial public offering.

         

Item 2

 

(b).

  

Address of Principal Business Office, or, if None, Residence

 

(i) and (ii):

 

2730 Sand Hill Road, Suite 280

Menlo Park, California 94025

         

Item 2

 

(c).

  

Citizenship

 

(i) Delaware

 

(ii) United States of America

         

Item 2

 

(d).

  

Title of Class of Securities

 

This statement relates to the Issuer’s Common Stock, par value $0.01 per share.

         

Item 2

 

(e).

  

CUSIP Number

 

253868 10 3

         

Item 3.

      

Not Applicable.

         


CUSIP No. 253868 10 3   13G   Page 6 of 9 Pages

 

Item 4.

  

Ownership

 

The following information is provided as of December 31, 2004.

 

         
     (a)    Amount Beneficially Owned:          
          (i) GIP is the beneficial owner of 23,699,359 shares of Common Stock underlying the Common Units currently held. Each of GIM and Richard A. Magnuson expressly disclaim beneficial ownership of Common Stock beneficially owned by GIP; and          
         

 

(ii) Richard A. Magnuson is the beneficial owner of 808,149 shares of Common Stock underlying the Long-Term Incentive Units currently held.

         
     (b)   

Percent of Class (based upon 21,421,300 shares of Common Stock issued and outstanding as of January 18, 2005, as reported in the Issuer’s 424(b) prospectus filed with the Securities and Exchange Commission on February 4, 2005 (File No. 333-122099):

 

(i) 52.5% for Global Innovation Partners, LLC;

 

(ii) 52.5% for Global Innovation Manager, LLC; and

 

(iii) 53.4% for Richard A. Magnuson.

         
     (c)    Number of shares as to which such person has:          
          (i)   

Sole power to vote or to direct the vote:

 

0 shares for Global Innovation Partners, LLC;

 

0 shares for Global Innovation Manager LLC; and

 

808,149 shares for Richard A. Magnuson.

         
          (ii)   

Shared power to vote or to direct the vote:

 

23,699,359 shares for Global Innovation Partners, LLC;

 

23,699,359 shares for Global Innovation Manager, LLC; and

 

23,699,359 shares for Richard A. Magnuson.

         
          (iii)   

Sole power to dispose or to direct the disposition of:

 

0 shares for Global Innovation Partners, LLC;

 

0 shares for Global Innovation Manager LLC; and

 

808,149 shares for Richard A. Magnuson.

         
          (iv)   

Shared power to dispose or to direct the disposition of:

 

23,699,359 shares for Global Innovation Partners, LLC;

 

23,699,359 shares for Global Innovation Manager, LLC; and

 

23,699,359 shares for Richard A. Magnuson.

         

Item 5.

  

Ownership of Five Percent or Less of a Class

 

Not Applicable.

    

Item 6.

  

Ownership of More Than Five Percent on Behalf of Another Person

 

Not Applicable.

         

Item 7.

  

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

Not Applicable.

Item 8.

  

Identification and Classification of Members of the Group

 

Not Applicable.

         

Item 9.

  

Notice of Dissolution of Group

 

Not Applicable.

         

Item 10.

  

Certification

 

Not Applicable.

         

 

Exhibit No.

 

Description


1   Joint Filing Agreement, dated February 11, 2005 (filed herewith).
2   Power of Attorney, dated February 11, 2005 (filed herewith).


CUSIP No. 253868 10 3   13G   Page 7 of 9 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated as of February 14, 2005

 

Global Innovation Partners, LLC

By:

 

/s/ Richard A. Magnuson


Name:

 

Richard A. Magnuson

Title:

 

Executive Managing Director

 

Global Innovation Manager, LLC

 

By:

 

/s/ Richard A. Magnuson


Name:

 

Richard A. Magnuson

Title:

 

Executive Managing Director

/s/ Richard A. Magnuson


Richard A. Magnuson


CUSIP No. 253868 10 3   13G   Page 8 of 9 Pages

 

Exhibit Index

 

Exhibit No.

 

Description


1   Joint Filing Agreement, dated February 11, 2005 (filed herewith).
2   Power of Attorney, dated February 11, 2005 (filed herewith).
EX-1 2 dex1.htm JOINT FILING AGREEMENT, DATED FEBRUARY 11, 2005 Joint Filing Agreement, dated February 11, 2005

Exhibit 1

 

Joint Filing Agreement

 

This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13G filed on or about this date and any amendments thereto with respect to beneficial ownership by the undersigned of the Common Stock, par value $0.01 per share, of Digital Realty Trust, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

 

The undersigned further agree that each party hereto is responsible for timely filing of such Statement on Schedule 13G or Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning the other party, unless such party knows or has reason to believe that such information is inaccurate. The undersigned further agree that this agreement shall be included as an Exhibit to such joint filing.

 

This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

Dated as of February 11, 2005.

 

GLOBAL INNOVATION PARTNERS, LLC

By:

 

/s/ Richard A. Magnuson


Name:

 

Richard A. Magnuson

Title:

 

Executive Managing Director

 

GLOBAL INNOVATION MANAGER, LLC

 

By:

 

/s/ Richard A. Magnuson


Name:

 

Richard A. Magnuson

Title:

 

Executive Managing Director

 

/s/ Richard A. Magnuson


Richard A. Magnuson

EX-2 3 dex2.htm POWER OF ATTORNEY, DATED FEBRUARY 11, 2005 Power of Attorney, dated February 11, 2005

Exhibit 2

 

Power of Attorney

 

Know all by these presents, that each of the undersigned hereby constitutes and appoints Eric Harrison as the undersigned’s true and lawful attorney-in-fact to:

 

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director or beneficial owner of Common Stock of Digital Realty Trust, Inc. (the “Issuer”), a Statement on Schedule 13G or Schedule 13D in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

 

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute a Statement on Schedule 13G or Schedule 13D and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grant to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Issuer assuming, any of the undersigned’s responsibilities to comply with Section 13(d) of the Securities Act of 1934, as amended.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file a Statement on Schedule 13G or Schedule 13D with respect to the undersigned’s holdings of and transactions in securities issued by the Issuer, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.


IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 11th day of February, 2005.

 

Global Innovation Partners, LLC

 

By:   /S/    RICHARD A. MAGNUSON        

Name:

 

Richard A. Magnuson

Title:

 

Executive Managing Director

 

Global Innovation Manager, LLC

 

By:   /S/    RICHARD A. MAGNUSON        

Name:

 

Richard A. Magnuson

Title:

 

Executive Managing Director

 

/S/    RICHARD A. MAGNUSON        

Richard A. Magnuson

 

2

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