Matt Mercier - Jan 13, 2023 Form 4 Insider Report for DIGITAL REALTY TRUST, L.P. (DLR)

Role: CFO
Signature: /s/ Christopher Visgilio, Attorney-in-Fact
Stock symbol: DLR
Transactions as of: Jan 13, 2023
Transactions value $: $0
Form type: 4
Date filed: 1/18/2023, 04:41 PM
Previous filing: Jan 4, 2023
Next filing: Mar 7, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	DLR	Long-Term Incentive Units	Award	$0	+974	+3.99%	$0.00	25.4K	Jan 13, 2023	Common Units	974		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Long-Term Incentive Units are profits interest units in the Issuer, of which the Digital Realty Trust, Inc. is the general partner (the "General Partner"). Profits interest units may initially not have full parity with common limited partnership units of Operating Partnership ("Common Units") with respect to liquidating distributions; however upon the occurrence of specified events, profits interest units may achieve full parity with Common Units for all purposes. Vested profits interest units that have achieved full parity with Common Units may be converted into an equal number of Common Units on a 1-for-1 basis at any time. Common Units are redeemable for cash based on the FMV of an equivalent number of shares of common stock of the Issuer, or, at the election of the Issuer, for an equal number of shares of the Issuer's common stock, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified extraordinary distributions or similar events.
F2	Reflects an award initially granted on February 20, 2020 that was subject to a performance-based vesting condition which was determined to be satisfied on January 13, 2023. The number of units reported herein includes 68 distribution equivalent units, which vested effective as of December 31, 2022. The remaining 906 units are subject to an additional time-based vesting condition, pursuant to which 50% of the units will vest annually over two years, beginning on February 27, 2023. The vested profits interest units have no expiration date.

Content

Long-Term Incentive Units are profits interest units in the Issuer, of which the Digital Realty Trust, Inc. is the general partner (the "General Partner"). Profits interest units may initially not have full parity with common limited partnership units of Operating Partnership ("Common Units") with respect to liquidating distributions; however upon the occurrence of specified events, profits interest units may achieve full parity with Common Units for all purposes. Vested profits interest units that have achieved full parity with Common Units may be converted into an equal number of Common Units on a 1-for-1 basis at any time. Common Units are redeemable for cash based on the FMV of an equivalent number of shares of common stock of the Issuer, or, at the election of the Issuer, for an equal number of shares of the Issuer's common stock, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified extraordinary distributions or similar events.

Reflects an award initially granted on February 20, 2020 that was subject to a performance-based vesting condition which was determined to be satisfied on January 13, 2023. The number of units reported herein includes 68 distribution equivalent units, which vested effective as of December 31, 2022. The remaining 906 units are subject to an additional time-based vesting condition, pursuant to which 50% of the units will vest annually over two years, beginning on February 27, 2023. The vested profits interest units have no expiration date.

Remarks:

This statement of changes in beneficial ownership of securities ("Form 4") of the Issuer is being filed to report transactions that are being reported concurrently on a Form 4 for the General Partner.