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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 | ||||||||
Long-Term Incentive Units (1) | (2) | 02/14/2012 | A | 2,513 | (3) | (4) | Common Stock | 2,513 | $ 0 | 23,768 | D | ||||
Long-Term Incentive Units (1) (5) | (2) | 02/14/2012 | A | 3,954 | (5) | (4) | Common Stock | 3,954 | $ 0 | 27,722 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SHAM EDWARD F 560 MISSION STREET SUITE 2900 SAN FRANCISCO, CA 94105 |
SVP and Controller |
/s/ Barbara Polster, attorney-in-fact | 02/16/2012 | |
**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) | Long-term incentive units are membership interests in Digital Realty Trust, L.P., a Maryland limited partnership (the "Operating Partnership"), of which Digital Realty Trust, Inc. (the "Issuer") is the general partner. Long-term incentive units receive the same quarterly distributions as common limited partnership units of the Operating Partnership ("Common Units"). Long-term incentive units may initially not have full parity with Common Units with respect to liquidating distributions; however, upon the occurrence of specified events, long-term incentive units may achieve full parity with Common Units for all purposes, and thereafter vested long-term incentive units 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. |
(2) | 1 for 1. |
(3) | Twenty percent (20%) of these units will vest on February 27, 2013, an additional 20% will vest on February 27, 2014, an additional 30% will vest on February 27, 2015 and the remaining 30% will vest on February 27, 2016. |
(4) | N/A |
(5) | Reflects long-term incentive units initially granted on February 10, 2011 that were subject to a performance-based vesting condition, which performance-based vesting condition was satisfied in full on February 14, 2012. These long-term incentive units are also subject to time-based vesting, pursuant to which 20% of the units will vest on February 27, 2012, 20% will vest on February 27, 2013, 30% will vest on February 27, 2014 and 30% will vest on February 27, 2015. |
Remarks: This statement of changes in beneficial ownership ("Form 4") of securities of the Issuer is being filed to report a transaction(s) that is also being reported concurrently on a Form 4 for 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. |