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
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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*
Fateh Hossein

(Last) (First) (Middle)
C/O DUPONT FABROS TECHNOLOGY, INC.
1212 NEW YORK AVENUE, NW, STE. 900

(Street)
WASHINGTON DC 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)
President and CEO
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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) 5,214,893 10/24/2008 (4) Common Stock 5,214,893 (3) 5,214,893 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)
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 Mercer Revocable Trust u/t/a dated July 16, 2007 ("Mercer Trust"), of which Mr. Fateh is a trustee and beneficiary. By virtue of his position as trustee of the Mercer Trust, Mr. Fatah may be deemed to have voting and/or investment power over such OP Units. Mr. Fateh 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 Athenee GRAT u/t/a dated June 12, 2007, a grantor retained annuity trust.
7. The OP Units reported on this line are indirectly beneficially owned through Pamalican Trust u/t/a dated November 17, 2006 ("Pamalican Trust") for the benefit of Mr. Fateh's children and their descendents. Mr. Fateh disclaims beneficial ownership of such OP Units, and this report should not be deemed an admission that Mr. Fateh is or was the beneficial owner of such OP Units for purposes of Section 16 or for any other purposes.
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).
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