0001562180-21-005754.txt : 20210902
0001562180-21-005754.hdr.sgml : 20210902
20210902161046
ACCESSION NUMBER: 0001562180-21-005754
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210831
FILED AS OF DATE: 20210902
DATE AS OF CHANGE: 20210902
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Williams Chad L.
CENTRAL INDEX KEY: 0001587364
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36109
FILM NUMBER: 211233360
MAIL ADDRESS:
STREET 1: C/O QTS REALTY TRUST, INC.
STREET 2: 12851 FOSTER STREET
CITY: OVERLAND PARK
STATE: KS
ZIP: 66213
FORMER NAME:
FORMER CONFORMED NAME: Williams Chad J.
DATE OF NAME CHANGE: 20130920
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: QTS Realty Trust, Inc.
CENTRAL INDEX KEY: 0001577368
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 462809094
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 12851 FOSTER STREET, SUITE 205
CITY: OVERLAND PARK
STATE: KS
ZIP: 66213
BUSINESS PHONE: 913-814-9988
MAIL ADDRESS:
STREET 1: 12851 FOSTER STREET, SUITE 205
CITY: OVERLAND PARK
STATE: KS
ZIP: 66213
4
1
primarydocument.xml
PRIMARY DOCUMENT
X0306
4
2021-08-31
true
0001577368
QTS Realty Trust, Inc.
QTS
0001587364
Williams Chad L.
C/O QTS REALTY TRUST, INC.
12851 FOSTER STREET
OVERLAND PARK
KS
66213
true
true
false
false
Chief Executive Officer
Class A Common Stock
2021-08-31
4
A
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294013.00
0.00
A
515874.00
D
Class A Common Stock
2021-08-31
4
D
false
515874.00
D
0.00
D
Class A Common Stock
2021-08-31
4
D
false
41145.00
D
0.00
I
Footnote
Class A Common Stock
2021-08-31
4
D
false
3927.00
D
0.00
I
Footnote
Class A units of Operating Partnership
2021-08-31
4
D
false
374687.00
78.00
D
Class A common stock
374687.00
0.00
I
Footnote
Class A units of Operating Partnership
2021-08-31
4
D
false
267000.00
D
Class A common stock
267000.00
0.00
I
Footnote
Class A Units of Operating Partnership
2021-08-31
4
D
false
235302.00
78.00
D
Class A Common Stock
235302.00
4121799.00
I
Footnote
Class A Units of Operating Partnership
2021-08-31
4
D
false
4121799.00
D
Class A Common Stock
4121799.00
0.00
I
Footnote
Class A units of Operating Partnership
2021-08-31
4
D
false
1101099.00
D
Class A common stock
1101099.00
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Footnote
Employee stock option (right to buy)
50.66
2021-08-31
4
D
false
231467.00
27.34
D
2027-03-07
Class A common stock
231467.00
0.00
D
Employee stock option (right to buy)
45.78
2021-08-31
4
D
false
46546.00
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D
2026-03-02
Class A common stock
46546.00
0.00
D
Employee stock option (right to buy)
35.81
2021-08-31
4
D
false
25782.00
42.19
D
2025-02-27
Class A common stock
25782.00
0.00
D
Employee stock option (right to buy)
34.03
2021-08-31
4
D
false
200000.00
43.97
D
2028-03-07
Class A common stock
200000.00
0.00
D
Employee stock option (right to buy)
34.03
2021-08-31
4
D
false
142658.00
43.97
D
2028-03-07
Class A common stock
142658.00
0.00
D
Employee stock option (right to buy)
21.00
2021-08-31
4
D
false
2442.00
57.00
D
2023-10-15
Class A common stock
2442.00
0.00
D
On March 5, 2019, March 6, 2020 and March 5, 2021, the reporting person was granted, as applicable, performance-based restricted share units ("RSUs") eligible to be earned based on Operating Funds From Operations per diluted share of the Issuer over a performance period and RSUs eligible to be earned based on relative total stockholder return over a performance period. In connection with the Merger (as defined below), the Compensation Committee certified the degree to which the performance measures were achieved for awards for which performance had not previously been certified and pursuant to the Merger Agreement (as defined below). Such RSUs (including dividend equivalent rights accrued thereon) became fully vested in accordance with their terms in connection with the Merger.
The units are owned by a family limited liability company of which Mr. Williams had managerial authority.
The units are owned by a family trust of which Mr. Williams is the trustee.
The units are owned by 10 separate family trusts of which Mr. Williams is the trustee.
These options to purchase shares of Class A common stock were granted under the Plan and vested ratably over three years beginning on the first anniversary of the date of grant and each quarter thereafter. 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 vested ratably over three years beginning on the first anniversary of the date of grant and each quarter thereafter. 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 vested ratably over four years beginning on the first anniversary of the date of grant and each quarter thereafter. Each option was canceled in the Merger in exchange for a cash payment of $42.19, 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 vested two years after the grant date. 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 vested ratably over three years beginning on the first anniversary of the date of grant and each quarter thereafter. 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 vested ratably over four years beginning on the first anniversary of the date of grant and each quarter thereafter. 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.
Includes Class A common stock disposed of, and vested RSUs 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, 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 unit, as applicable, without interest, less any applicable withholding.
Includes Class A common stock disposed of pursuant to the terms of the Merger Agreement in exchange for $78.00 in cash per share or unit, as applicable, without interest, less any applicable withholding.
The shares were owned by three separate trusts of which Mr. Williams is trustee.
The shares were owned by a family limited liability company of which Mr. Williams is the manager.
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.
Disposed of pursuant to the transactions contemplated by the Merger Agreement in exchange for $78.00 in cash per unit, without interest, less any applicable withholding.
The units were owned by two separate family limited liability company of which Mr. Williams had managerial authority.
These Class A units were retained by the reporting person in connection with the transactions contemplated by the Merger Agreement.
/s/ Aga Carpenter, as attorney in fact for Chad L. Williams
2021-09-02