X0306 4 2021-08-31 true 0001577368 QTS Realty Trust, Inc. QTS 0001324266 TRAHANAS PHILIP P C/O QTS REALTY TRUST, INC. 12851 FOSTER STREET OVERLAND PARK KS 66213 true false false false Class A Common Stock 2021-08-31 4 D false 21287.00 D 0.00 D Class O LTIP units of Operating Partnership 2021-08-31 4 C false 35000.00 D Class A units of Operating Partnership 23782.00 0.00 D Class A units of Operating Partnership 2021-08-31 4 C false 23782.00 A Class A Common Stock 23782.00 23782.00 D Class A units of Operating Partnership 2021-08-31 4 D false 23782.00 D Class A Common Stock 23782.00 0.00 D Employee Stock Option (Right to Buy) 59.06 2021-08-31 4 D false 14415.00 18.94 D 2031-03-05 Class A Common Stock 14415.00 0.00 D Employee Stock Option (Right to Buy) 56.84 2021-08-31 4 D false 17514.00 21.16 D 2030-03-06 Class A Common Stock 17514.00 0.00 D Employee stock option (right to buy) 50.66 2021-08-31 4 D false 11251.00 27.34 D 2027-03-07 Class A common stock 11251.00 0.00 D Employee stock option (right to buy) 45.78 2021-08-31 4 D false 6138.00 32.22 D 2026-03-02 Class A Common Stock 6138.00 0.00 D Employee stock option (right to buy) 42.01 2021-08-31 4 D false 21156.00 35.99 D 2029-03-05 Class A common stock 21156.00 0.00 D Employee Stock option (right to buy) 36.54 2021-08-31 4 D false 25465.00 41.46 D 2025-03-03 Class A common stock 25465.00 0.00 D Employee stock option (right to buy) 34.03 2021-08-31 4 D false 11702.00 43.97 D 2028-03-07 Class A common stock 11702.00 0.00 D Employee Stock option (right to buy) 25.51 2021-08-31 4 D false 34989.00 52.49 D 2024-03-05 Class A common stock 34989.00 0.00 D Employee Stock option (right to buy) 21.00 2021-08-31 4 D false 28985.00 57.00 D 2023-10-15 Class A common stock 28985.00 0.00 D Includes Class A common stock and deferred share units ("DSUs") granted under the QTS Realty Trust, Inc. 2013 Equity Incentive Plan (the "Plan") that represented the contingent right to receive one share of Class A common stock and vesting of the DSU one year after the date of grant. Each DSU (and any accrued dividend equivalents related thereto) vested in connection with the Merger (as defined herein). All Class A common stock was disposed of, and vested DSUs were cancelled, pursuant to the merger of the Issuer with and into Volt Lower Holdings LLC (the "Merger") pursuant to the terms of the Agreement and Plan of Merger, dated as of June 7, 2021, among the Issuer, QualityTech, LP (the "Operating Partnership"), Volt Upper Holdings LLC, Volt Lower Holdings LLC, and Volt Acquisition LP (the "Merger Agreement") in exchange for $78.00 in cash per share (or share under such DSU), without interest, less any applicable withholding. Each Class O LTIP unit was convertible by the Operating Partnership or by the holder into Class A units at any time, and upon such equalization of the capital account of a Class O LTIP unit (and full vesting of the Class O LTIP unit, if such unit is subject to vesting and being converted by the holder), the Class O LTIP unit was convertible into a number of Class A units equal to (i) the Class O LTIP unit's capital account divided by (ii) the capital account balance of a Class A unit (i.e., in a manner similar to a typical stock appreciation right), subject to certain exceptions and adjustments. The Class O LTIP units were converted into Class A units in connection with the Merger. Class A units were redeemable for cash or, at the Operating Partnership's election, shares of the Issuer's Class A common stock on a one-for-one basis. Following the Merger, the Class A units are exchangeable for Class I Units of BREIT Operating Partnership L.P. ("BREIT OP") beginning five years after the effective time of the Merger, subject to certain conditions and into a number of such Class I Units as determined pursuant to the partnership agreement of the Operating Partnership, as amended, and the partnership agreement of BREIT OP. These Class A units were retained by the reporting person in connection with the transactions contemplated by the Merger Agreement. These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $18.94, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes. These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $21.16, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes. These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $27.34, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes. These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $32.22, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes. These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $35.99, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes. These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $41.46, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes. These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $43.97, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes. These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $52.49, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes. These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $57.00, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes. /s/ Aga Carpenter, as attorney in fact for Philip P. Trahanas 2021-09-02