Sec Form 4 Filing - Williams Chad L. @ QTS Realty Trust, Inc. - 2021-08-31

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) X __ 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) 08/31/2021 (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 08/31/2021 A 294,013 ( 1 ) A $ 0 515,874 D Class A Common Stock 08/31/2021 D 515,874 ( 2 ) D 0 D Class A Common Stock 08/31/2021 D 41,145 D 0 I Footnote ( 4 ) Class A Common Stock 08/31/2021 D 3,927 D 0 I Footnote ( 5 )

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 ( 6 ) 08/31/2021 D 374,687 ( 6 )( 7 ) ( 6 ) Class A common stock 374,687 $ 78 0 I Footnote ( 8 ) Class A units of Operating Partnership ( 6 ) 08/31/2021 D 267,000 ( 6 )( 9 ) ( 6 ) Class A common stock 267,000 ( 9 ) 0 I Footnote ( 10 ) Class A Units of Operating Partnership ( 6 ) 08/31/2021 D 235,302 ( 6 )( 7 ) ( 6 ) Class A Common Stock 235,302 $ 78 4,121,799 I Footnote ( 11 ) Class A Units of Operating Partnership ( 6 ) 08/31/2021 D 4,121,799 ( 6 )( 9 ) ( 6 ) Class A Common Stock 4,121,799 ( 9 ) 0 I Footnote ( 11 ) Class A units of Operating Partnership ( 6 ) 08/31/2021 D 1,101,099 ( 6 )( 9 ) ( 6 ) Class A common stock 1,101,099 ( 9 ) 0 I Footnote ( 12 ) Employee stock option (right to buy) $ 50.66 08/31/2021 D 231,467 ( 13 ) 03/07/2027 Class A common stock 231,467 $ 27.34 0 D Employee stock option (right to buy) $ 45.78 08/31/2021 D 46,546 ( 14 ) 03/02/2026 Class A common stock 46,546 $ 32.22 0 D Employee stock option (right to buy) $ 35.81 08/31/2021 D 25,782 ( 15 ) 02/27/2025 Class A common stock 25,782 $ 42.19 0 D Employee stock option (right to buy) $ 34.03 08/31/2021 D 200,000 ( 16 ) 03/07/2028 Class A common stock 200,000 $ 43.97 0 D Employee stock option (right to buy) $ 34.03 08/31/2021 D 142,658 ( 17 ) 03/07/2028 Class A common stock 142,658 $ 43.97 0 D Employee stock option (right to buy) $ 21 08/31/2021 D 2,442 ( 18 ) 10/15/2023 Class A common stock 2,442 $ 57 0 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 X Chief Executive Officer Signatures /s/ Aga Carpenter, as attorney in fact for Chad L. Williams 09/02/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 5, 2019, March 6, 2020 and March 5, 2021, the reporting person was granted, as applicable, performance-based restricted share units ("RSUs") eligible to be earned based on Operating Funds From Operations per diluted share of the Issuer over a performance period and RSUs eligible to be earned based on relative total stockholder return over a performance period. In connection with the Merger (as defined below), the Compensation Committee certified the degree to which the performance measures were achieved for awards for which performance had not previously been certified and pursuant to the Merger Agreement (as defined below). Such RSUs (including dividend equivalent rights accrued thereon) became fully vested in accordance with their terms in connection with the Merger. ( 10 )The units are owned by a family limited liability company of which Mr. Williams had managerial authority. ( 11 )The units are owned by a family trust of which Mr. Williams is the trustee. ( 12 )The units are owned by 10 separate family trusts of which Mr. Williams is the trustee. ( 13 )These options to purchase shares of Class A common stock were granted under the Plan and vested ratably over three years beginning on the first anniversary of the date of grant and each quarter thereafter. Each option was canceled in the Merger in exchange for a cash payment of $27.34, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes. ( 14 )These options to purchase shares of Class A common stock were granted under the Plan and vested ratably over three years beginning on the first anniversary of the date of grant and each quarter thereafter. Each option was canceled in the Merger in exchange for a cash payment of $32.22, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes. ( 15 )These options to purchase shares of Class A common stock were granted under the Plan and vested ratably over four years beginning on the first anniversary of the date of grant and each quarter thereafter. Each option was canceled in the Merger in exchange for a cash payment of $42.19, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes. ( 16 )These options to purchase shares of Class A common stock were granted under the Plan and vested two years after the grant date. Each option was canceled in the Merger in exchange for a cash payment of $43.97, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes. ( 17 )These options to purchase shares of Class A common stock were granted under the Plan and vested ratably over three years beginning on the first anniversary of the date of grant and each quarter thereafter. Each option was canceled in the Merger in exchange for a cash payment of $43.97, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes. ( 18 )These options to purchase shares of Class A common stock were granted under the Plan and vested ratably over four years beginning on the first anniversary of the date of grant and each quarter thereafter. Each option was canceled in the Merger in exchange for a cash payment of $57.00, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes. ( 2 )Includes Class A common stock disposed of, and vested RSUs cancelled, 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, Volt Upper Holdings LLC, Volt Lower Holdings LLC, and Volt Acquisition LP (the "Merger Agreement") in exchange for $78.00 in cash per share or unit, as applicable, without interest, less any applicable withholding. ( 3 )Includes Class A common stock disposed of pursuant to the terms of the Merger Agreement in exchange for $78.00 in cash per share or unit, as applicable, without interest, less any applicable withholding. ( 4 )The shares were owned by three separate trusts of which Mr. Williams is trustee. ( 5 )The shares were owned by a family limited liability company of which Mr. Williams is the manager. ( 6 )Class A units were redeemable for cash or, at the Operating Partnership's election, shares of the Issuer's Class A common stock on a one-for-one basis. Following the Merger, the Class A units are exchangeable for Class I Units of BREIT Operating Partnership L.P. ("BREIT OP") beginning five years after the effective time of the Merger, subject to certain conditions and into a number of such Class I Units as determined pursuant to the partnership agreement of the Operating Partnership, as amended, and the partnership agreement of BREIT OP. ( 7 )Disposed of pursuant to the transactions contemplated by the Merger Agreement in exchange for $78.00 in cash per unit, without interest, less any applicable withholding. ( 8 )The units were owned by two separate family limited liability company of which Mr. Williams had managerial authority. ( 9 )These Class A units were retained by the reporting person in connection with the transactions contemplated by the Merger Agreement.

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