Joan A. Dempsey - 31 Aug 2021 Form 4 Insider Report for QTS Realty Trust, Inc.

Role: Director
Signature: /s/ Aga Carpenter, as attorney-in-fact for Joan A. Dempsey
Issuer symbol: N/A
Transactions as of: 31 Aug 2021
Net transactions value: -$202,166
Form type: 4
Filing time: 02 Sep 2021, 16:11:41 UTC
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	QTS	Class A Common Stock	Disposed to Issuer		-2,053	-100%		0	31 Aug 2021	Direct	F1

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	$202,166	-10,674	-100%	$18.94^*	0	31 Aug 2021	Class A Common Stock	10,674	$59.06	Direct	F2

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

Joan A. Dempsey is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Includes restricted Class A common stock granted under the QTS Realty Trust, Inc. 2013 Equity Incentive Plan (the "Plan") that vested one year after the date of grant. All Class A common stock was disposed of, 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 (the "Operating Partnership"), Volt Upper Holdings LLC, Volt Lower Holdings LLC, and Volt Acquisition LP (the "Merger Agreement") in exchange for $78.00 in cash per share, without interest, less any applicable withholding.
F2	These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $18.94, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.

Content

Includes restricted Class A common stock granted under the QTS Realty Trust, Inc. 2013 Equity Incentive Plan (the "Plan") that vested one year after the date of grant. All Class A common stock was disposed of, 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 (the "Operating Partnership"), Volt Upper Holdings LLC, Volt Lower Holdings LLC, and Volt Acquisition LP (the "Merger Agreement") in exchange for $78.00 in cash per share, without interest, less any applicable withholding.

These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $18.94, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.