4//SEC Filing
MILLER SCOTT D 4
Accession 0001562180-21-005755
CIK 0001577368other
Filed
Sep 1, 8:00 PM ET
Accepted
Sep 2, 4:10 PM ET
Size
31.5 KB
Accession
0001562180-21-005755
Insider Transaction Report
Form 4
MILLER SCOTT D
Director
Transactions
- Disposition to Issuer
Employee stock option (right to buy)
2021-08-31$35.99/sh−17,024$612,694→ 0 totalExercise: $42.01Exp: 2029-03-05→ Class A common stock (17,024 underlying) - Conversion
Class A units of Operating Partnership
2021-08-31+6,623→ 6,623 total→ Class A common stock (6,623 underlying) - Disposition to Issuer
Employee Stock option (right to buy)
2021-08-31$41.46/sh−19,875$824,018→ 0 totalExercise: $36.54Exp: 2025-03-03→ Class A common stock (19,875 underlying) - Conversion
O LTIP units of Operating Partnership
2021-08-31−9,748→ 0 total→ Class A units of Operating Partnership (6,623 underlying) - Disposition to Issuer
Class A units of Operating Partnership
2021-08-31−6,623→ 0 total→ Class A common stock (6,623 underlying) - Disposition to Issuer
Employee stock option (right to buy)
2021-08-31$27.34/sh−9,272$253,496→ 0 totalExercise: $50.66Exp: 2027-03-07→ Class A common stock (9,272 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2021-08-31$21.16/sh−12,968$274,403→ 0 totalExercise: $56.84Exp: 2030-03-06→ Class A Common Stock (12,968 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2021-08-31$18.94/sh−10,674$202,166→ 0 totalExercise: $59.06Exp: 2031-03-05→ Class A Common Stock (10,674 underlying) - Disposition to Issuer
Employee stock option (right to buy)
2021-08-31$43.97/sh−9,789$430,422→ 0 totalExercise: $34.03Exp: 2028-03-07→ Class A common stock (9,789 underlying) - Disposition to Issuer
Class A Common Stock
2021-08-31−12,046→ 0 total - Disposition to Issuer
Employee stock option (right to buy)
2021-08-31$32.22/sh−5,094$164,129→ 0 totalExercise: $45.78Exp: 2026-03-02→ Class A Common Stock (5,094 underlying)
Footnotes (11)
- [F1]Includes deferred share units ("DSUs") granted under the QTS Realty Trust, Inc. 2013 Equity Incentive Plan (the "Plan") that represented the contingent right to receive one share of Class A common stock and vesting of the DSU one year after the date of grant. Each DSU (and any accrued dividend equivalents related thereto) vested in connection with the Merger (as defined herein). All vested DSUs were 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 (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 under such DSU, without interest, less any applicable withholding.
- [F10]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.
- [F11]These Class A units were retained by the reporting person in connection with the transactions contemplated by the Merger Agreement.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.
- [F9]Each Class O LTIP unit was convertible by the Operating Partnership or by the holder into Class A units at any time, and upon such equalization of the capital account of a Class O LTIP unit (and full vesting of the Class O LTIP unit, if such unit is subject to vesting and being converted by the holder), the Class O LTIP unit was convertible into a number of Class A units equal to (i) the Class O LTIP unit's capital account divided by (ii) the capital account balance of a Class A unit (i.e., in a manner similar to a typical stock appreciation right), subject to certain exceptions and adjustments. The Class O LTIP units were converted into Class A units in connection with the Merger.
Documents
Issuer
QTS Realty Trust, Inc.
CIK 0001577368
Entity typeother
Related Parties
1- filerCIK 0001273357
Filing Metadata
- Form type
- 4
- Filed
- Sep 1, 8:00 PM ET
- Accepted
- Sep 2, 4:10 PM ET
- Size
- 31.5 KB