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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class C Profits Interest Units (2) | (5) | 11/16/2011 | M(1) | 2,400 | (2) | (6) | Common Stock | 2,400 | $ 0 | 12,488 | D | ||||
Long-Term Incentive Units (4) | (5) | 11/17/2011 | M(3) | 7,489 | (4) | (6) | Common Stock | 7,489 | $ 0 | 95,318 | D | ||||
Class C Profits Interest Units (2) | (5) | 11/17/2011 | M(9) | 7,444 | (2) | (6) | Common Stock | 7,444 | $ 0 | 5,044 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Stein A William 560 MISSION STREET, SUITE 2900 SAN FRANCISCO, CA 94105 |
CFO and CIO |
/s/ Barbara Polster, attorney-in-fact | 11/18/2011 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | A. William Stein converted 2,400 Class C Profits Interest Units ("Class C Units") into common limited partnership units ("Common Units") of Digital Realty Trust, L.P., a Maryland Limited Partnership (the "Operating Partnership"), and subsequently redeemed the 2,400 Common Units for 2,400 hares of the common stock of Digital Realty Trust, Inc. (the "Issuer"), all in accordance with the requirements of the Limited Partnership Agreement of the Operating Partnership. |
(2) | Class C Units are membership interests in the Operating Partnership of which the Issuer is the general partner. Vested Class C Units that have satisfied the performance condition and achieved full parity with Common Units receive the same quarterly distributions as Common Units, and may be converted into an equal number of Common Units on a one-for-one basis at any time. Common Units will be redeemable for cash based on the fair market value of an equivalent number of shares of the Issuer's common stock, or, at the election of the Issuer, for an equal number of shares of the Issuer's common stock. The Class C Units have achieved full parity with Common Units. |
(3) | A. William Stein converted 7,489 long-term incentive units into Common Units of the Operating Partnership, and subsequently redeemed the 7,489 Common Units for 7,489 shares of the common stock of the Issuer, all in accordance with the requirements of the Limited Partnership Agreement of the Operating Partnership. |
(4) | Long-term incentive units are profits interest units in the Operating Partnership. Vested profits interest units may be converted into an equal number of Common Units in the Operating Partnership on a one-for-one basis at any time. Common Units are redeemable for cash based on the fair market value of an equivalent number of shares of the Issuer's common stock, or, at the election of the Issuer, for an equal number of shares of the Issuer's common stock, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified extraordinary distributions or similar events. |
(5) | 1 for 1. |
(6) | N/A |
(7) | Represents the average sale price. Exact sale prices range from $65.00 to $65.04. |
(8) | Represents the average sale price. Exact sale prices range from $65.00 to $65.01. |
(9) | A. William Stein converted 7,444 Class C Units into Common Units of the Operating Partnership, and subsequently redeemed the 7,444 Common Units for 7,444 shares of the common stock of the Issuer, all in accordance with the requirements of the Limited Partnership Agreement of the Operating Partnership. |
Remarks: This statement of changes in beneficial ownership ("Form 4") of securities of Digital Realty Trust, Inc. (the "Issuer") is being filed to report a transaction(s) that is also being reported concurrently on a Form 4 for Digital Realty Trust, L.P. (the "Operating Partnership"). The change(s) in beneficial ownership reported on this Form 4 for the Issuer are as a result of the same transaction(s) reported in the Form 4 for the Operating Partnership. |