Sec Form 4 Filing - Williams Chad L. @ QTS Realty Trust, Inc. - 2017-08-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Williams Chad L. 2. Issuer Name and Ticker or Trading Symbol QTS Realty Trust, Inc. [ QTS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O QTS REALTY TRUST, INC., 12851 FOSTER STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/14/2017 (Street) OVERLAND PARK, KS66213 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A common stock 08/14/2017 M 36,620 A $ 21 ( 7 ) 236,526 D Class A common stock 08/14/2017 M 42,968 A $ 35.81 ( 8 ) 279,494 D Class A common stock 08/14/2017 M 36,202 A $ 45.78 ( 9 ) 315,696 D Class A common stock 08/14/2017 C 488,436 A 804,132 D Class A common stock 08/14/2017 S 682,576 D $ 54.25 121,556 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee stock option (right to buy) $ 21 08/14/2017 M 36,620 ( 1 ) 10/15/2023 Class A common stock 36,620 $ 0 2,442 D Employee stock option (right to buy) $ 35.81 08/14/2017 M 42,968 ( 2 ) 02/27/2025 Class A common stock 42,968 $ 0 25,782 D Employee stock option (right to buy) $ 45.78 08/14/2017 M 36,202 ( 3 ) 03/02/2026 Class A common stock 36,202 $ 0 46,546 D Class O LTIP units of Operating Partnership ( 4 ) 08/14/2017 C 500,000 ( 4 ) ( 4 ) Class A units of Operating Partnership 263,436 ( 4 ) 0 D Class A units of Operating Partnership ( 4 ) 08/14/2017 C 263,436 ( 4 ) ( 4 ) Class A common stock 263,436 ( 4 ) 6,780,436 D Class A units of Operating Partnership ( 5 ) 08/14/2017 C 263,436 ( 5 ) ( 5 ) Class A common stock 263,436 ( 5 ) 6,517,000 D Class A units of Operating Partnership ( 6 ) 08/14/2017 C 225,000 ( 6 ) ( 6 ) Class A common stock 225,000 ( 6 ) 6,292,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Williams Chad L. C/O QTS REALTY TRUST, INC. 12851 FOSTER STREET OVERLAND PARK, KS66213 Chief Executive Officer Signatures /s/ Timothy J. Kuester, Attorney-in-Fact 08/15/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )36,620 shares of Class A common stock were acquired upon Mr. Williams' exercise of options to purchase shares of Class A common stock, granted on October 15, 2013 under the QTS Realty Trust, Inc. 2013 Equity Compensation Plan. The options vest ratably over a four year period beginning on the first anniversary of the date of grant and at the end of each calendar quarter thereafter. ( 2 )42,968 shares of Class A common stock were acquired upon Mr. Williams' exercise of options to purchase shares of Class A common stock, granted on February 27, 2015 under the QTS Realty Trust, Inc. 2013 Equity Compensation Plan. The options vest ratably over a four year period beginning on the first anniversary of the date of grant and at the end of each calendar quarter thereafter. ( 3 )36,202 shares of Class A common stock were acquired upon Mr. Williams' exercise of options to purchase shares of Class A common stock, granted on March 2, 2016 under the QTS Realty Trust, Inc. 2013 Equity Compensation Plan. The options vest ratably over a three year period beginning on the first anniversary of the date of grant and at the end of each calendar quarter thereafter. ( 4 )Each Class O LTIP unit is convertible by the Company's operating partnership or by the holder into Class A units at any time, and upon such equalization of the capital account of a Class O LTIP unit (and full vesting of the Class O LTIP unit, if such unit is subject to vesting and being converted by the holder), the Class O LTIP unit will be convertible into a number of Class A units equal to (i) the Class O LTIP unit's capital account divided by (ii) the capital account balance of a Cla ss A unit (i.e., in a manner similar to a typical stock appreciation right), subject to certain exceptions and adjustments. Class A units became redeemable for cash or, at the Company's election, shares of the Company's Class A common stock on a one-for-one basis in November 2014, which was one year following the beginning of the first full calendar month following the closing of the initial public offering. ( 5 )263,436 shares of Class A common stock were acquired upon Mr. Williams' redemption of 263,436 Class A units of the Operating Partnership. Class A units are redeemable for cash or, at the operating partnership's election, shares of the Company's Class A common stock on a one-for-one basis, beginning November 1, 2014, which was one year following the beginning of the first full calendar month following the closing of the Company's initial public offering. ( 6 )Class A units are redeemable for cash or, at the operating partnership's election, shares of the Company's Class A common stock on a one-for-one basis, beginning November 1, 2014, which was one year following the beginning of the first full calendar month following the closing of the Company's initial public offering. ( 7 )36,620 shares of Class A common stock were acquired upon Mr. Williams' exercise of options to purchase shares of Class A common stock, granted on October 15, 2013 under the QTS Realty Trust, Inc. 2013 Equity Compensation Plan. The options vest ratably over a four year period beginning on the first anniversary of the date of grant and at the end of each calendar quarter thereafter. ( 8 )42,968 shares of Class A common stock were acquired upon Mr. Williams' exercise of options to purchase shares of Class A common stock, granted on February 27, 2015 under the QTS Realty Trust, Inc. 2013 Equity Compensation Plan. The options vest ratably over a four year period beginning on the first anniversary of the date of grant and at the end of each calendar quarter thereafter. ( 9 )36,202 shares of Class A common stock were acquired upon Mr. Williams' exercise of options to purchase shares of Class A common stock, granted on March 2, 2016 under the QTS Realty Trust, Inc. 2013 Equity Compensation Plan. The options vest ratably over a three year period beginning on the first anniversary of the date of grant and at the end of each calendar quarter thereafter. ( 10 )488,436 shares of Class A common stock were acquired upon Mr. Williams' redemption of 488,436 Class A units of the Operating Partnership. Class A units are redeemable for cash or, at the operating partnership's election, shares of the Company's Class A common stock on a one-for-one basis, beginning November 1, 2014, which was one year following the beginning of the first full calendar month following the closing of the Company's initial public offering.

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