UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~ 20549

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of ~~the~~The Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): May 19, 2017

Date of Report (Date of earliest event reported): August 11, 2015

DIGITAL REALTY TRUST, INC.

DIGITAL REALTY TRUST, L.P.

(Exact name of ~~Registrant~~registrant as specified in its charter)

MarylandMaryland		001-32336000-54023	26-008171120-2402955
Maryland Maryland (State or other jurisdiction of incorporation)	001-32336 000-54023 (Commission File Number)	26-0081711 20-2402955 (I.R.S. Employer Identification No.)
(State or other jurisdictionof incorporation)		(Commission File No.)	(I.R.S. EmployerIdentification No.)
Four Embarcadero Center, Suite 3200 San Francisco, California (Address of principal executive offices)		94111 (Zip Code)
(415) 738-6500 (Registrant’s telephone number, including area code)

Four Embarcadero Center, Suite 3200San Francisco, California		94111
(Address of principal executive offices)		(Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~Registrant’s~~☐ ~~telephone~~Written ~~number,~~communications ~~including~~pursuant ~~area~~to ~~code:~~Rule 425 under the Securities Act (~~415)~~17 ~~738-6500~~CFR 230.425)

~~Not~~☐ ~~Applicable~~Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~(Former~~☐ ~~name~~Pre-commencement orcommunications ~~former~~pursuant ~~address~~to ifRule ~~changed~~14d-2(b) ~~since~~under ~~last~~the ~~report)~~Exchange Act (17 CFR 240.14d-2(b))

~~Check~~☐ ~~the appropriate box below if the Form 8~~Pre-Kcommencement ~~filing~~communications ispursuant ~~intended~~ to ~~simultaneously~~Rule ~~satisfy~~13e-4(c) ~~the~~under ~~filing obligation of~~ the ~~registrant~~Exchange ~~under~~Act ~~any~~(17 ofCFR ~~the following provisions:~~ 240.13e-4(c))

qIndicate ~~Written~~by ~~communications~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~425~~405 ~~under~~of the Securities Act ~~(17~~of ~~CFR~~1933 (§230.~~425~~405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

qDigital ~~Soliciting~~Realty ~~material~~Trust, ~~pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240~~Inc.~~14a-12)~~:

qEmerging ~~Pre-commencement~~growth ~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~company ¨

qDigital ~~Pre-commencement~~Realty ~~communications~~Trust, ~~pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240~~L.~~13e-4(c))~~P.:

~~Item~~Emerging ~~5.02~~growth ~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~company ¨

OnIf ~~August~~an ~~11,~~emerging ~~2015,~~growth ~~the Board of Directors (the “Board”) of Digital Realty Trust~~company, ~~Inc.~~indicate ~~(the~~by ~~“Company”)~~check ~~adopted~~mark ~~and~~if ~~approved an amendment (~~the ~~“Employee~~registrant ~~Stock~~has ~~Purchase~~elected ~~Plan~~not ~~Amendment”)~~ to ~~the~~use ~~Digital Realty Trust, Inc. 2015 Employee Stock Purchase Plan (~~the ~~“Employee~~extended ~~Stock~~transition ~~Purchase~~period ~~Plan”)~~for ~~and~~complying ~~an amendment (the “Deferred Compensation Plan Amendment”, and together~~ with ~~the~~any ~~Employee~~new ~~Stock~~or ~~Purchase~~revised ~~Plan~~financial ~~Amendment,~~accounting ~~the~~standards ~~“Amendments”)~~provided to the Digital Realty Deferred Compensation Plan (the “Deferred Compensation Plan”), each as described below. The Amendments were adopted in contemplation of the Company’s integration of the employees of Telx Holdings, Inc. (“Telx”) in connection with the Company’s acquisition of Telx pursuant to ~~the~~Section ~~Agreement and Plan of Merger, dated July~~ 13~~, 2015, by and among the Company, Telx, Digital Delta, Inc., and BSR LLC~~ (~~the “Merger Agreement”~~a)~~. Consistent~~ ~~with the terms~~ of the ~~Merger~~Exchange Agreement, the Company expects that Telx employees will generally remain in the Telx employee benefit plans following the closing of the merger (the “Merger”) until at least December 31, 2015, and will subsequently be transitioned into the Company’s employee benefit plansAct.

~~First~~Digital ~~Amendment~~Realty toTrust, ~~Employee~~Inc.: ~~Stock Purchase Plan~~¨

~~The~~Digital ~~Employee~~Realty ~~Stock Purchase Plan Amendment~~Trust, which became effective as of August 11, 2015, amends the Employee Stock Purchase Plan to, among other things, provide that (i) the automatic annual increases in the maximum number of shares of Company common stock available for sale under the Employee Stock Purchase Plan will commence on the first day of calendar year 2017 (rather than calendar year 2016) and (ii) effective as of, and subject to and conditioned upon, the consummation of the Merger, employees of Telx and its subsidiaries will not be eligible to participate in the initial offering period of the Employee Stock Purchase PlanL. ~~Under the terms of the Employee Stock Purchase Plan, as amended, employees of Telx and its subsidiaries will be eligible to participate in subsequent offering periods~~P.: ¨

~~Second~~Item ~~Amendment~~8.01. toOther ~~Deferred Compensation Plan~~Events.

~~The~~Forward Deferred Compensation Plan Amendment amends the Deferred Compensation Plan to provide that employees of Telx and its subsidiaries will not be eligible to participate in the Deferred Compensation Plan. The Deferred Compensation Plan Amendment will become effective upon the date on which the Merger closes.Settlement

~~The~~As ~~foregoing~~previously ~~descriptions~~disclosed ofin ~~the~~our ~~Employee~~Current ~~Stock~~Report ~~Purchase~~on ~~Plan~~Form ~~Amendment~~8-K ~~and~~filed ~~the~~on ~~Deferred~~May ~~Compensation~~20, ~~Plan~~2016, ~~Amendment~~on ~~are~~May ~~not~~16, ~~complete~~2016, ~~and~~Digital ~~are~~Realty ~~subject~~Trust, toInc., ~~and~~a ~~qualified~~Maryland incorporation ~~their~~(the ~~entirety~~“Company,” by“we,” ~~the~~“us,” ~~terms~~or “our”) entered into forward sale agreements with each of ~~the~~Bank ~~Employee~~of ~~Stock~~America, ~~Purchase~~N.A., ~~Plan~~Citibank ~~Amendment~~N.A. and JPMorgan Chase Bank, N.A., London Branch (collectively, the ~~Deferred~~“Forward ~~Compensation~~Counterparties”). On ~~Plan~~May ~~Amendment~~19, ~~copies~~2017, we physically settled the remaining shares subject to the forward sale agreements by issuing an aggregate of ~~which~~2,375,000 ~~will~~shares beof ~~subsequently~~our ~~filed~~common ~~with~~stock to the ~~Securities~~Forward ~~and~~Counterparties ~~Exchange~~in ~~Commission~~exchange for net proceeds of approximately $211 million.

~~Item~~Floating ~~8.01~~Rate ~~Other~~Guaranteed ~~Events.~~Notes due 2019

On ~~August~~May 1122, ~~2015~~2017, ~~the~~Digital ~~Board~~Euro ~~approved~~Finco, LLC, a wholly-owned indirect finance subsidiary of Digital Realty Trust, L.P., issued and ~~adopted~~sold ~~amendments~~€125 tomillion ~~the~~aggregate ~~Company’s~~principal ~~Corporate~~amount ~~Governance~~of ~~Guidelines~~its Floating Rate Guaranteed Notes due 2019, which we refer to ~~reflect~~as the ~~Company’s~~Notes, ~~Stock~~to ~~Ownership~~an ~~Guidelines~~institutional ~~(the~~investor ~~“Guidelines”)~~in a private placement. The ~~Guidelines~~Notes ~~require~~will ~~ownership~~bear ofinterest ~~the~~at ~~Company’s~~a ~~common~~rate ~~stock~~per inannum, ~~amounts~~reset ofquarterly, ~~six~~equal ~~times~~to three-month EURIBOR plus 0.50%, and the ~~base~~interest ~~salary~~rate for the ~~chief~~initial ~~executive~~interest ~~officer,~~period ~~three~~will ~~times~~be 0.169%. Interest on the ~~base~~notes ~~salary~~is ~~for~~payable ~~the~~quarterly ~~chief~~in ~~executive~~arrears ~~officer’s~~on ~~direct~~February ~~reports~~22, May 22, August 22 and ~~one~~November 22 of each year, beginning on August 22, 2017. The Notes are senior unsecured obligations of Digital Euro Finco, LLC and aare ~~half~~fully ~~times~~and ~~the~~unconditionally ~~base~~guaranteed ~~salary~~by ~~for~~Digital ~~certain~~Realty ~~other~~Trust, ~~executive~~Inc. ~~officers~~and Digital Realty Trust, L.P. ~~Each~~The ~~director~~Notes iswere ~~required~~sold tooutside ~~hold~~the ~~shares~~United ofStates in reliance on Regulation S under the ~~Company’s~~Securities ~~stock~~Act inof an1933, ~~amount~~as ~~equal~~amended to(the ~~two~~“Securities Act”). The Notes have not been and awill ~~half~~not ~~times~~be ~~the~~registered ~~aggregate~~under ~~number~~the ofSecurities ~~shares~~Act and ~~units~~may ~~granted~~not tobe ~~such~~offered ~~director~~or ~~pursuant~~sold within the United States or to United States persons (within the ~~Company’s~~meaning ~~incentive~~of ~~award~~Regulation ~~plans~~S ~~during~~under the ~~preceding~~Securities ~~fiscal~~Act) ~~year~~absent registration or an applicable exemption from registration requirements. ~~Each~~The ~~individual~~terms ~~covered~~of the Notes are governed by ~~the~~an ~~Guidelines~~indenture, ~~must~~dated ~~comply~~as ~~with~~of ~~these~~May ~~requirements~~22, ~~within~~2017, ~~five~~among ~~years~~Digital Euro Finco, LLC, Digital Realty Trust, Inc., Digital Realty Trust, L.P., Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying agent and a transfer agent, and Deutsche Bank Luxembourg S.A., as registrar and a transfer agent, a copy of ~~becoming~~which ~~subject~~is toattached ~~the~~hereto ~~Guidelines~~as Exhibit 4.1 and incorporated herein by reference. The ~~Company~~descriptions ~~may~~of ~~grant~~the ~~exemptions~~indenture, onthe aNotes ~~case~~and the guarantees in this report are summaries and are qualified in their entirety by ~~case~~the ~~basis~~terms of the indenture, including the form of the Notes included therein.

Net proceeds from the offering were approximately €124.6 million after deducting estimated offering expenses. We intend to use the net proceeds from the offering of the Notes to temporarily repay borrowings under our global revolving credit facility and for general corporate purposes.


Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.



Exhibit Number	Description
4.1	Indenture, dated as of May 22, 2017, among Digital Euro Finco, LLC, Digital Realty Trust, Inc., Digital Realty Trust, L.P., Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying agent and a transfer agent, and Deutsche Bank Luxembourg S.A., as registrar and a transfer agent, including the form of the Floating Rate Guaranteed Notes due 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Date: August 17, 2015	DIGITAL REALTY TRUST, INC.
	By:	/s/ Joshua A. Mills
		Joshua A. Mills
		Senior Vice President, General Counsel and Secretary
	DIGITAL REALTY TRUST, L.P.
	By:	Digital Realty Trust, Inc.
		Its general partner
	By:	/s/ Joshua A. Mills
		Joshua A. Mills
		Senior Vice President, General Counsel and Secretary

Date: May 23, 2017



Digital Realty Trust, Inc.

By:	/s/ Joshua A. Mills
	Senior Vice President, General Counsel and Secretary



Digital Realty Trust, L.P.

By:	Digital Realty Trust, Inc.
	Its general partner

By:	/s/ Joshua A. Mills
	Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX



Exhibit Number	Description
4.1	Indenture, dated as of May 22, 2017, among Digital Euro Finco, LLC, Digital Realty Trust, Inc., Digital Realty Trust, L.P., Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying agent and a transfer agent, and Deutsche Bank Luxembourg S.A., as registrar and a transfer agent, including the form of the Floating Rate Guaranteed Notes due 2019.

Filing Compare · DIGITAL REALTY TRUST, L.P.