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*
SCHAFER WILLIAM H

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP -- Finance and Accounting
3. Date of Earliest Transaction (Month/Day/Year)
11/09/2020
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 11/09/2020 M 3,000 A $21(1) 18,383 D
Class A Common Stock 11/09/2020 S 3,000 D $67.5(2) 15,383 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
Stock Option (Right to Buy) $21 11/09/2020 M 3,000 (1) 10/15/2023 Class A Common Stock 3,000 $0.00 21,857 D
Explanation of Responses:
1. 3,000 shares of Class A common stock were acquired upon Mr. Schafer'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 over a four year period beginning on the first anniversary of the date of grant and at the end of each calendar quarter thereafter.
2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
Remarks:
The Sale reported on this Form 4 is effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person. The Sale represents approximately 1.1% of the total amount of QTS securities owned by Mr. Schafer prior to this reported transaction, inclusive of vested and unvested shares of Class A Common Stock, Employee stock options (right to buy), target Performance-Based FFO Units and Performance-Based Relative TSR Units (to be granted upon performance metrics being met), and Class A units of Operating Partnership.
/s/ Aga M. Carpenter, Attorney-in-Fact for William H. Schafer 11/12/2020
** 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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