Matt Neill Thomson Jr - Aug 31, 2021 Form 4 Insider Report for QTS Realty Trust, Inc. (QTS)

Role: General Counsel, VP, Secretary
Signature: /s/ Aga Carpenter, as Attorney-in-Fact for Matt Neill Thomson Jr.
Stock symbol: QTS
Transactions as of: Aug 31, 2021
Transactions value $: $0
Form type: 4
Date filed: 9/2/2021, 04:08 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	QTS	Class A Common Stock	Award	$0	+4.9K	+98.49%	$0.00	9.88K	Aug 31, 2021	Direct	F1
transaction	QTS	Class A Common Stock	Disposed to Issuer		-9.88K	-100%		0	Aug 31, 2021	Direct	F2

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

Matt Neill Thomson Jr is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On March 5, 2021, the reporting person was granted 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.
F2	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.

Content

On March 5, 2021, the reporting person was granted 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.

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.