SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

du Pont Lammot J

(Last)

(First)

(Middle)

C/O DUPONT FABROS TECHNOLOGY, INC.

1212 NEW YORK AVENUE, NW, STE 900

(Street)

WASHINGTON

20005

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DUPONT FABROS TECHNOLOGY, INC. [ DFT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
10/24/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/24/2007		P		47,600	A	$21	95,220	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
OP Units⁽¹⁾	⁽²⁾	10/24/2007		J⁽³⁾		2,024,286		10/24/2008	⁽⁴⁾	Common Stock	2,024,286	⁽³⁾	2,024,286	D
OP Units	⁽²⁾	10/24/2007		J⁽³⁾		5,720,893		10/24/2008	⁽⁴⁾	Common Stock	5,720,893	⁽³⁾	5,720,893	I	By Trust⁽⁵⁾
OP Units	⁽²⁾	10/24/2007		J⁽³⁾		1,560,329		10/24/2008	⁽⁴⁾	Common Stock	1,560,329	⁽³⁾	1,560,329	I	By GRAT⁽⁶⁾
OP Units	⁽²⁾	10/24/2007		J⁽³⁾		1,497,024		10/24/2008	⁽⁴⁾	Common Stock	1,497,024	⁽³⁾	1,497,024	I	By Trust⁽⁷⁾
OP Units	⁽²⁾	10/24/2007		J⁽³⁾		262,146		10/24/2008	⁽⁴⁾	Common Stock	262,146	⁽³⁾	262,146	I	By corporation⁽⁸⁾
OP Units	⁽²⁾	10/24/2007		J⁽³⁾		285,496		10/24/2008	⁽⁴⁾	Common Stock	285,496	⁽³⁾	285,496	I	By limited partnership⁽⁹⁾

Explanation of Responses:

1. "OP Units" are units representing limited partnership interests in the Issuer's operating partnership, DuPont Fabros Technology, L.P., a Maryland limited partnership, of which the Issuer is the sole general partner. OP units are redeemable twelve (12) months from the Transaction Date for cash equal to the then-current market value of one share of the Issuer's common stock, or, at the election of the Issuer, an equal number of shares of the Issuer's common stock.

2. OP Units are convertible to common stock of the Issuer on a one-for-one basis.

3. The OP Units were received in exchange for the direct or indirect contribution to DuPont Fabros Technology, L.P., of certain partnership, membership, or ownership interests in certain partnerships or limited liability companies which own and manage, directly or indirectly, certain properties in California, Illinois, New Jersey, Virginia, and/or the District of Columbia. The value of the OP Units was $21.00 per OP Unit as of the Transaction Date, based on the price of the common stock of the Issuer at the time of the Issuer's initial public offering.

4. Not applicable.

5. The OP Units reported on this line are indirectly beneficially owned through Camshaft Revocable Trust u/t/a dated July 16, 2007 ("Camshaft Trust"), of which Mr. du Pont is a trustee and beneficiary. Mr. du Pont disclaims beneficial ownership of such OP Units, except to the extent that he may be deemed to have had a pecuniary interest therein.

6. The OP Units reported on this line are indirectly beneficially owned through Piston Trust A u/t/a dated June 19, 2007, a grantor retained annuity trust.

7. The OP Units reported on this line are indirectly beneficially owned through Piston One Trust u/t/a dated November 28, 2006 ("Piston One Trust") for the benefit of Mr. du Pont's children and their descendents. Mr. du Pont disclaims beneficial ownership of such OP Units, and this report should not be deemed an admission that Mr. du Pont is or was the beneficial owner of such OP Units for purposes of Section 16 or for any other purposes.

8. The OP Units reported on this line represent the pecuniary interest held by Mr. du Pont through DuPontec, Inc., a corporation of which Mr. du Pont is a stockholder and executive officer.

9. The OP Units reported on this line represent the pecuniary interest held by Mr. du Pont through DuPontec II, L.P., of which Mr. du Pont is a limited partner and the managing member of the limited partnership's general partner.

Remarks:

	/s/ Darren K. DeStefano, attorney-in-fact	10/26/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.