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*
BARTER JOHN W

(Last) (First) (Middle)
C/O QTS REALTY TRUST, INC.
12851 FOSTER STREET

(Street)
OVERLAND PARK KS 66213

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
QTS Realty Trust, Inc. [ QTS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/14/2020
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
Class A Common Stock 08/14/2020 M 700 A $25.51(1) 10,634 D
Class A Common Stock 08/14/2020 M 700 A $21(2) 11,334 D
Class A Common Stock 08/14/2020 S 700(3) D $68.135(4) 10,634 D
Class A Common Stock 08/14/2020 S 700(3) D $68.1139(5) 9,934 D
Class A Common Stock 08/14/2020 C 1,000 A (6) 10,934 D
Class A Common Stock 08/14/2020 S 1,000(3) D $68.1086(7) 9,934 D
Class A Common Stock 08/17/2020 M 6,300 A $25.51(8) 16,234 D
Class A Common Stock 08/17/2020 M 3,300 A $21(9) 19,534 D
Class A Common Stock 08/17/2020 C 2,000 A (10) 21,534 D
Class A Common Stock 08/17/2020 S 2,000(3) D $68.0807(11) 19,534 D
Class A Common Stock 08/17/2020 S 3,300(3) D $68.0971(12) 16,234 D
Class A Common Stock 08/17/2020 S 6,300(3) D $68.2485(13) 9,934 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
Class A units of Operating Partnership (14) 08/14/2020 C 1,000 (14) (14) Class A common stock 1,000 (14) 10,000 D
Stock Option (Right to Buy) $25.51 08/14/2020 M 700 03/05/2015 03/05/2024 Class A Common Stock 700 $25.51 29,725 D
Stock Option (Right to Buy) $21 08/14/2020 M 700 10/15/2014 10/15/2023 Class A Common Stock 700 $21 18,285 D
Class A units of Operating Partnership (14) 08/17/2020 C 2,000 (14) (14) Class A common stock 2,000 (14) 8,000 D
Stock Option (Right to Buy) $25.51 08/17/2020 M 6,300 03/05/2015 03/05/2024 Class A Common Stock 6,300 $25.51 23,425 D
Stock Option (Right to Buy) $21 08/17/2020 M 3,300 10/15/2014 10/15/2023 Class A Common Stock 3,300 $21 14,985 D
Explanation of Responses:
1. 700 shares of Class A common stock were acquired upon Mr. Barter's exercise of options to purchase shares of Class A common stock, granted on March 5, 2014 under the QTS Realty Trust, Inc. 2013 Equity Compensation Plan. The options vested on March 5, 2015.
2. 700 shares of Class A common stock were acquired upon Mr. Barter's exercise of options to purchase shares of Class A common stock, granted on October 15, 2013 under the QTS Realty Trust, Inc. 2013 Equity Compensation Plan. The options vested on October 15, 2014.
3. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
4. This transaction was executed in multiple trades at prices ranging from $68.06 to $68.32; the price reported above reflects the weighted average sale price. The reporting person undertakes to provide to QTS Realty Trust, Inc., any security holder of QTS Realty Trust, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Footnote (4).
5. This transaction was executed in multiple trades at prices ranging from $68.00 to $68.30; the price reported above reflects the weighted average sale price. The reporting person undertakes to provide to QTS Realty Trust, Inc., any security holder of QTS Realty Trust, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Footnote (5).
6. 1,000 shares of Class A common stock were acquired upon Mr. Barter's redemption of 1,000 Class A units of the Operating Partnership. Class A units are redeemable for cash or, at the operating partnership's election, shares of the Company's Class A common stock on a one-for-one basis, beginning November 1, 2014, which was one year following the beginning of the first full calendar month following the closing of the Company's initial public offering.
7. This transaction was executed in multiple trades at prices ranging from $68.00 to $68.32; the price reported above reflects the weighted average sale price. The reporting person undertakes to provide to QTS Realty Trust, Inc., any security holder of QTS Realty Trust, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Footnote (7).
8. 6,300 shares of Class A common stock were acquired upon Mr. Barter's exercise of options to purchase shares of Class A common stock, granted on March 5, 2014 under the QTS Realty Trust, Inc. 2013 Equity Compensation Plan. The options vested on March 5, 2015.
9. 3,300 shares of Class A common stock were acquired upon Mr. Barter's exercise of options to purchase shares of Class A common stock, granted on October 15, 2013 under the QTS Realty Trust, Inc. 2013 Equity Compensation Plan. The options vested on October 15, 2014.
10. 2,000 shares of Class A common stock were acquired upon Mr. Barter's redemption of 2,000 Class A units of the Operating Partnership. Class A units are redeemable for cash or, at the operating partnership's election, shares of the Company's Class A common stock on a one-for-one basis, beginning November 1, 2014, which was one year following the beginning of the first full calendar month following the closing of the Company's initial public offering.
11. This transaction was executed in multiple trades at prices ranging from $68.00 to $68.17; the price reported above reflects the weighted average sale price. The reporting person undertakes to provide to QTS Realty Trust, Inc., any security holder of QTS Realty Trust, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Footnote (11).
12. This transaction was executed in multiple trades at prices ranging from $68.00 to $68.20; the price reported above reflects the weighted average sale price. The reporting person undertakes to provide to QTS Realty Trust, Inc., any security holder of QTS Realty Trust, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Footnote (12).
13. This transaction was executed in multiple trades at prices ranging from $68.01 USD to $68.435 USD; the price reported above reflects the weighted average sale price. The reporting person undertakes to provide to QTS Realty Trust, Inc., any security holder of QTS Realty Trust, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Footnote (13).
14. Class A units are redeemable for cash or, at the operating partnership's election, shares of the Company's Class A common stock on a one-for-one basis, beginning November 1, 2014, which was one year following the beginning of the first full calendar month following the closing of the Company's initial public offering.
Remarks:
/s/ Aga Carpenter, as attorney-in-fact for John W. Barter 08/18/2020
** 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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