Sec Form 4 Filing - Goza Shirley E. @ QTS Realty Trust, Inc. - 2020-03-04

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 Goza Shirley E. 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) Secretary (Last) (First) (Middle) C/O QTS REALTY TRUST, INC., 12851 FOSTER STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/04/2020 (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 03/04/2020 C 1,646 A 37,385 D Class A Common Stock 03/04/2020 S 1,646 D $ 60.0331 ( 2 ) 35,739 D Class A Common Stock 03/04/2020 M 6,317 A $ 35.81 ( 3 ) 42,056 D Class A Common Stock 03/04/2020 S 6,317 D $ 59.84 35,739 D Class A Common Stock 03/04/2020 M 8,424 A $ 34.03 ( 4 ) 44,163 D Class A Common Stock 03/04/2020 S 8,424 D $ 59.9806 ( 5 ) 35,739 D Class A Common Stock 03/04/2020 M 6,659 A $ 21 ( 6 ) 42,398 D Cl ass A Common Stock 03/04/2020 S 6,659 D $ 59.9085 ( 7 ) 35,739 D Class A Common Stock 03/04/2020 S 16,314 D $ 59.8384 ( 8 ) 19,425 D Class A Common Stock 03/05/2020 F 884 ( 9 ) D $ 60.07 18,541 D Class A Common Stock 03/06/2020 A 9,847 ( 10 ) A $ 0 28,388 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 Class A Units of Operating Partnership ( 1 ) 03/04/2020 C 1,646 ( 1 ) ( 1 ) Class A Common Stock 1,646 ( 1 ) 10,000 D Stock Option (Right to Buy) $ 35.81 03/04/2020 M 6,317 ( 3 ) 02/27/2025 Class A Common Stock 6,317 $ 35.81 0 D Stock Option (Right to Buy) $ 34.03 03/04/2020 M 8,424 ( 4 ) 03/07/2028 Class A Common Stock 8,424 $ 34.03 4,242 D Stock Option (Right to Buy) $ 21 03/04/2020 M 6,659 ( 6 ) 10/15/2023 Class A Common Stock 6,659 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Goza Shirley E. C/O QTS REALTY TRUST, INC. 12851 FOSTER STREET OVERLAND PARK, KS66213 Secretary Signatures Aga Carpenter, as attorney in fact for Goza Shirley E. 03/06/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Class A units of Operating Partnership 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. ( 10 )These restricted shares were granted under the QTS Realty Trust, Inc. 2013 Equity Incentive Plan (the "Plan") and vest over three years beginning on the first anniversary of the date of grant and each quarter thereafter. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.99 to $60.04, inclusive. The reporting person undertakes to provide to QTS Realty Trust, Inc., any security holder of QTS Realty Trust, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Footnote (2). ( 3 )6,317 shares of Class A common stock were acquired upon Mrs. Goza's 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 over a four year period beginning on the first anniversary of the date of grant and at the end of each calendar quarter thereafter. ( 4 )8,424 shares of Class A common stock were acquired upon Mrs. Goza's exercise of options to purchase shares of Class A common stock, granted on March 7, 2018 under the QTS Realty Trust, Inc. 2013 Equity Compensation Plan. The options vest over a three year period beginning on the first anniversary of the date of grant and at the end of each calendar quarter thereafter. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.97 to $60.035, inclusive. The reporting person undertakes to provide to QTS Realty Trust, Inc., any security holder of QTS Realty Trust, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Footnote (5). ( 6 )6,659 shares of Class A common stock were acquired upon Mrs. Goza's 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 over a four year period beginning on the first anniversary of the date of grant and at the end of each calendar quarter thereafter. ( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.84 to $59.98, inclusive. The reporting person undertakes to provide to QTS Realty Trust, Inc., any security holder of QTS Realty Trust, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Footnote (7). ( 8 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.27 to $60.25, inclusive. The reporting person undertakes to provide to QTS Realty Trust, Inc., any security holder of QTS Realty Trust, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Footnote (8). ( 9 )Reflects shares surrendered to the Issuer to satisfy tax withholding obligation in connection with the vesting of restricted shares.

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