Sec Form 4 Filing - Marino Peter @ 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 Marino Peter 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 _____ Officer (give title below) _____ Other (specify below) (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 D 17,709.072 ( 1 ) D 0 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 ( 2 ) 08/31/2021 D 14,000 ( 2 )( 3 ) ( 2 ) Class A common stock 14,000 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 59.06 08/31/2021 D 7,043 ( 4 ) 03/05/2031 Class A Common Stock 7,043 $ 18.94 0 D Employee Stock Option (Right to Buy) $ 56.84 08/31/2021 D 8,557 ( 5 ) 03/06/2030 Class A Common Stock 8,557 $ 21.16 0 D Employee stock option (right to buy) $ 50.66 08/31/2021 D 9,272 ( 6 ) 03/07/2027 Class A common stock 9,272 $ 27.34 0 D Employee stock option (right to buy) $ 45.78 08/31/2021 D 5,094 ( 7 ) 03/02/2026 Class A Common Stock 5,094 $ 32.22 0 D Employee stock option (right to buy) $ 42.01 08/31/2021 D 17,190 ( 8 ) 03/05/2029 Class A common stock 17,190 $ 35.99 0 D Employee Stock option (right to buy) $ 36.54 08/31/2021 D 19,875 ( 9 ) 03/03/2025 Class A common stock 19,875 $ 41.46 0 D Employee stock option (right to buy) $ 34.03 08/31/2021 D 9,789 ( 10 ) 03/07/2028 Class A common stock 9,789 $ 43.97 0 D Employee Stock option (right to buy) $ 25.51 08/31/2021 D 30,425 ( 11 ) 03/05/2024 Class A common stock 30,425 $ 52.49 0 D Employee Stock option (right to buy) $ 21 08/31/2021 D 28,985 ( 12 ) 10/15/2023 Class A common stock 28,985 $ 57 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Marino Peter C/O QTS REALTY TRUST, INC. 12851 FOSTER STREET OVERLAND PARK, KS66213 X Signatures /s/ Aga Carpenter, as attorney in fact for Peter Marino 09/02/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes Class A common stock disposed of 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 (the "Operating Partnership"), Volt Upper Holdings LLC, Volt Lower Holdings LLC, and Volt Acquisition LP (the "Merger Agreement") in exchange for $78.00 in cash per share, without interest, less any applicable withholding. ( 10 )These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. 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. ( 11 )These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $52.49, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes. ( 12 )These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in th e 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 )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. ( 3 )These Class A units were retained by the reporting person in connection with the transactions contemplated by the Merger Agreement. ( 4 )These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $18.94, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes. ( 5 )These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $21.16, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes. ( 6 )These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. 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. ( 7 )These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. 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. ( 8 )These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $35.99, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes. ( 9 )These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $41.46, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.

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).

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