Sec Form 4 Filing - SHAM EDWARD F @ DIGITAL REALTY TRUST, L.P. - 2020-01-13

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
SHAM EDWARD F
2. Issuer Name and Ticker or Trading Symbol
DIGITAL REALTY TRUST, L.P. [ DLR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Accounting Officer
(Last) (First) (Middle)
FOUR EMBARCADERO CENTER, SUITE 3200
3. Date of Earliest Transaction (MM/DD/YY)
01/13/2020
(Street)
SAN FRANCISCO, CA94111
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
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
Long-Term Incentive Units ( 1 ) ( 1 ) 01/13/2020 A 3,688 ( 2 ) ( 2 ) ( 2 ) Common Units 3,688 $ 0 52,349 D
Long-Term Incentive Units ( 1 ) ( 1 ) 01/13/2020 A 300 ( 3 ) ( 3 ) ( 3 ) Common Units 300 $ 0 52,649 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SHAM EDWARD F
FOUR EMBARCADERO CENTER, SUITE 3200
SAN FRANCISCO, CA94111
Chief Accounting Officer
Signatures
/s/ Salini Nandipati, attorney-in-fact 01/15/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Long-term incentive units are profits interest units in the Issuer, of which Digital Realty Trust, Inc. ("General Partner") is the general partner. Vested profits interest units may be converted into an equal number of common limited partnership ("Common Units") in the Issuer subject to the terms of the Issuer's limited partnership agreement. Common Units are redeemable for cash based on the fair market value of an equivalent numbers of shares of the General Partner's common stock, or, at the election of the General Partner, for an equal number of shares of the General Partner's common stock, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified extraordinary distributions or similar events.
( 2 )Reflects an award initially granted on January 1, 2017 that was subject to a performance-based vesting condition which was determined to be satisfied on January 13, 2020. The number of units reported herein includes 302 distribution equivalent units, which vested effective as of December 31, 2019. The remaining 3,386 units are subject to an additional time-based vesting condition, pursuant to which 50% of the units will vest annually over two years, beginning on February 27,2020. The vested profits interest units have no expiration date.
( 3 )Reflects an award initially granted on February 28, 2017 that was subject to a performance-based vesting condition which was determined to be satisfied on January 13, 2020. The number of units reported herein includes 25 distribution equivalent units, which vested effective as of December 31, 2019. The remaining 275 units are subject to an additional time-based vesting condition, pursuant to which 50% of the units will vest annually over two years, beginning on February 27,2020. The vested profits interest units have no expiration date.

Remarks:
This statement of changes in beneficial ownership of securities ("Form 4") of the Issuer is being filed to report transactions that are being reported concurrently on a Form 4 for the General Partner.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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