Steven C. Bloom - Aug 31, 2021 Form 4 Insider Report for QTS Realty Trust, Inc. (QTS)

Role
Chief People Officer
Signature
/s/ Aga Carpenter, as attorney in fact for Steven C. Bloom
Stock symbol
QTS
Transactions as of
Aug 31, 2021
Transactions value $
-$1,924,001
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 +34.6K +91.45% $0.00 72.5K Aug 31, 2021 Direct F1
transaction QTS Class A Common Stock Disposed to Issuer -72.5K -100% 0 Aug 31, 2021 Direct F2

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 QTS Employee stock option (right to buy) Disposed to Issuer -$198K -7.24K -100% $27.34 0 Aug 31, 2021 Class A common stock 7.24K $50.66 Direct F3
transaction QTS Employee stock option (right to buy) Disposed to Issuer -$557K -12.7K -100% $43.97 0 Aug 31, 2021 Class A common stock 12.7K $34.03 Direct F4
transaction QTS Employee stock option (right to buy) Disposed to Issuer -$1.17M -26.6K -100% $43.97 0 Aug 31, 2021 Class A common stock 26.6K $34.03 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Steven C. Bloom 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, 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.
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.
F3 These options to purchase shares of Class A common stock were granted under the QTS Realty Trust, Inc. Equity Incentive Plan (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 $27.34, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.
F4 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.
F5 These options to purchase shares of Class A common stock were granted under the Plan, all of which vested two years after the date of grant. 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.