William H. Schafer - Aug 31, 2021 Form 4 Insider Report for QTS Realty Trust, Inc. (QTS)

Role
EVP -- Finance and Accounting
Signature
/s/ Aga Carpenter, as attorney in fact for William H. Schafer
Stock symbol
QTS
Transactions as of
Aug 31, 2021
Transactions value $
-$12,735,278
Form type
4
Date filed
9/2/2021, 04:09 PM
Previous filing
Aug 27, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction QTS Class A Common Stock Award $0 +6.81K +38.67% $0.00 24.4K Aug 31, 2021 Direct F1
transaction QTS Class A Common Stock Disposed to Issuer -24.4K -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 Class A units of Operating Partnership Disposed to Issuer -$8.17M -105K -87.48% $78.00 15K Aug 31, 2021 Class A common stock 105K Direct F3, F4
transaction QTS Class A units of Operating Partnership Disposed to Issuer -15K -100% 0 Aug 31, 2021 Class A common stock 15K Direct F3, F5
transaction QTS Employee stock option (right to buy) Disposed to Issuer -$739K -27K -100% $27.34 0 Aug 31, 2021 Class A common stock 27K $50.66 Direct F6
transaction QTS Employee stock option (right to buy) Disposed to Issuer -$848K -26.3K -100% $32.22 0 Aug 31, 2021 Class A common stock 26.3K $45.78 Direct F7
transaction QTS Employee stock option (right to buy) Disposed to Issuer -$923K -21.9K -100% $42.19 0 Aug 31, 2021 Class A common stock 21.9K $35.81 Direct F8
transaction QTS Employee stock option (right to buy) Disposed to Issuer -$253K -5.76K -100% $43.97 0 Aug 31, 2021 Class A common stock 5.76K $34.03 Direct F9
transaction QTS Employee stock option (right to buy) Disposed to Issuer -$552K -12.6K -100% $43.97 0 Aug 31, 2021 Class A common stock 12.6K $34.03 Direct F10
transaction QTS Employee stock option (right to buy) Disposed to Issuer -$1.25M -21.9K -100% $57.00 0 Aug 31, 2021 Class A common stock 21.9K $21.00 Direct F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

William H. Schafer 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.
F10 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.
F11 These options to purchase shares of Class A common stock were granted under 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 $57.00, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.
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 Class A units were redeemable for cash or, at the Operating Partnership's election, shares of the Issuer's Class A common stock on a one-for-one basis. Following the Merger, the Class A units are exchangeable for Class I Units of BREIT Operating Partnership L.P. ("BREIT OP") beginning five years after the effective time of the Merger, subject to certain conditions and into a number of such Class I Units as determined pursuant to the partnership agreement of the Operating Partnership, as amended, and the partnership agreement of BREIT OP.
F4 Disposed of pursuant to the transactions contemplated by the Merger Agreement in exchange for $78.00 in cash per unit, without interest, less any applicable withholding.
F5 These Class A units were retained by the reporting person in connection with the transactions contemplated by the Merger Agreement.
F6 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 $27.34, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.
F7 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 $32.22, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.
F8 These options to purchase shares of Class A common stock were granted under 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 $42.19, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.
F9 These options to purchase shares of Class A common stock were granted under the Plan and vested two years after the grant date. 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.