Sec Form 4 Filing - du Pont Lammot J @ DUPONT FABROS TECHNOLOGY, INC. - 2017-07-28

Insider filing report for Changes in Beneficial Ownership
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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
du Pont Lammot J
2. Issuer Name and Ticker or Trading Symbol
DUPONT FABROS TECHNOLOGY, INC. [ DFT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman of the Board
(Last) (First) (Middle)
401 9TH STREET, NW, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
07/28/2017
(Street)
WASHINGTON, DC20004
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
Common Stock 07/28/2017 A 96,185 A $ 5.06 215,673 D
Common Stock 07/28/2017 S 96,185 D $ 61.0468 ( 1 ) 119,488 D
Common Stock 07/31/2017 A 135,297 A $ 5.06 254,785 D
Common Stock 07/31/2017 A 55,556 A $ 19.89 310,341 D
Common Stock 07/31/2017 A 9,147 A $ 23.79 319,488 D
Common Stock 07/31/2017 S 200,000 D $ 61.685 ( 2 ) 119,489 ( 3 ) D
Common Stock 33,972 I By Corporation
Table II - Derivative Securities Acquired, Dis posed 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
Non-qualified Stock Option $ 5.06 07/28/2017 M 96,185 ( 4 ) 02/26/2019 Common Stock 96,185 $ 0 135,297 D
Non-qualified Stock Option $ 5.06 07/31/2017 M 135,297 ( 4 ) 02/26/2019 Common Stock 135,297 $ 0 0 D
Non-qualified Stock Option $ 19.89 07/31/2017 M 55,556 ( 5 ) 02/25/2020 Common Stock 55,556 $ 0 0 D
Non-qualified Stock $ 23.79 07/31/2017 M 9,147 ( 6 ) 02/24/2021 Common Stock 9,147 $ 0 146,680 D
OP Units ( 7 ) 07/28/2017 J( 8 ) 91,300 ( 9 ) ( 9 ) Common Stock 91,300 ( 8 ) ( 9 ) ( 10 ) 1,501,119 I By LLC
OP Units ( 7 ) ( 9 ) ( 9 ) Common Stock 204,095 204,095 I By Corporation
OP Units ( 7 ) ( 9 ) ( 9 ) Common Stock 289,025 289,025 I By LP
OP Units ( 7 ) ( 9 ) ( 9 ) Common Stock 1,250,109 1,250,109 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
du Pont Lammot J
401 9TH STREET, NW
SUITE 600
WASHINGTON, DC20004
X Chairman of the Board
Signatures
\s\ Attorney-in-fact Richard A. Montfort, Jr. 08/01/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the weighted average per share sale price, with per share sale price ranging from $61.00 to $61.65. Upon request by the Commission, the reporting person will provide full information regarding the number of shares sold at each separate price.
( 2 )Represents the weighted average per share sale price, with per share sale price ranging from $61.37 to $62.235. Upon request by the Commission, the reporting person will provide full information regarding the number of shares sold at each separate price.
( 3 )Added 1 share of stock to correct an error.
( 4 )Stock option vests one third on each of March 1, 2010, 2011, and 2012
( 5 )Stock option vests one third on each of March 1, 2011, 2012, and 2013.
( 6 )Stock option vests one third on each of March 1, 2012, 2013, and 2014.
( 7 )"OP Units" represent limited partner interests of DuPont Fabros Technology, L.P., a Maryland limited partnership (the "OP"), the operating partnership of DuPont Fabros Technology, Inc. (the "Issuer"), of which the Issuer is the sole general partner. OP Units are redeemable twelve (12) months from the transaction date pursuant to which the OP units were issued for cash equal to the ten-current market value of one share of the Issuer's common stock, or, at the election of the Issuers, and equal number of shares of the Issuer's common stock.
( 8 )These OP Units were transferred by an entity controlled by Mr. du Pont to a grantor trust for cash of equal value. The aggregate value was $5,605,820.00, determined by the reference to the mid point of the reported high and low price of the Issuer's common stock on the NYSE on July, 28, 2017, which was $61.40.
( 9 )All of these OP Units are immediately redeemable (subject to certain limitations set forth in agreement of limited partnership of the OP). OP Units have no expiration date.
( 10 )The OP Unites were originally received in exchange for direct or indirect contribution to the OP of certain partnership, membership, or ownership interests in, of property of, certain partnerships or limited liability companies which own, directly or indirectly, certain properties in Illinois, New Jersey, Virginia, and/or the District of Columbia, in connection with the Issuer's initial public offering, the value which was $21.00 per OP Unit based on the price of common stock of the Issuer at the time of the Issuer's public offering.

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