4//SEC Filing
Williams Chad L. 4
Accession 0001562180-21-005754
CIK 0001577368other
Filed
Sep 1, 8:00 PM ET
Accepted
Sep 2, 4:10 PM ET
Size
40.4 KB
Accession
0001562180-21-005754
Insider Transaction Report
Form 4
Williams Chad L.
Chairman and CEO
Transactions
- Disposition to Issuer
Employee stock option (right to buy)
2021-08-31$43.97/sh−200,000$8,794,000→ 0 totalExercise: $34.03Exp: 2028-03-07→ Class A common stock (200,000 underlying) - Disposition to Issuer
Class A Common Stock
2021-08-31−515,874→ 0 total - Disposition to Issuer
Class A Common Stock
2021-08-31−41,145→ 0 total(indirect: Footnote) - Disposition to Issuer
Class A Common Stock
2021-08-31−3,927→ 0 total(indirect: Footnote) - Disposition to Issuer
Employee stock option (right to buy)
2021-08-31$32.22/sh−46,546$1,499,712→ 0 totalExercise: $45.78Exp: 2026-03-02→ Class A common stock (46,546 underlying) - Disposition to Issuer
Employee stock option (right to buy)
2021-08-31$42.19/sh−25,782$1,087,743→ 0 totalExercise: $35.81Exp: 2025-02-27→ Class A common stock (25,782 underlying) - Disposition to Issuer
Employee stock option (right to buy)
2021-08-31$57.00/sh−2,442$139,194→ 0 totalExercise: $21.00Exp: 2023-10-15→ Class A common stock (2,442 underlying) - Award
Class A Common Stock
2021-08-31+294,013→ 515,874 total - Disposition to Issuer
Class A units of Operating Partnership
2021-08-31$78.00/sh−374,687$29,225,586→ 0 total(indirect: Footnote)→ Class A common stock (374,687 underlying) - Disposition to Issuer
Class A units of Operating Partnership
2021-08-31−267,000→ 0 total(indirect: Footnote)→ Class A common stock (267,000 underlying) - Disposition to Issuer
Class A Units of Operating Partnership
2021-08-31$78.00/sh−235,302$18,353,556→ 4,121,799 total(indirect: Footnote)→ Class A Common Stock (235,302 underlying) - Disposition to Issuer
Class A Units of Operating Partnership
2021-08-31−4,121,799→ 0 total(indirect: Footnote)→ Class A Common Stock (4,121,799 underlying) - Disposition to Issuer
Employee stock option (right to buy)
2021-08-31$27.34/sh−231,467$6,328,308→ 0 totalExercise: $50.66Exp: 2027-03-07→ Class A common stock (231,467 underlying) - Disposition to Issuer
Class A units of Operating Partnership
2021-08-31−1,101,099→ 0 total(indirect: Footnote)→ Class A common stock (1,101,099 underlying) - Disposition to Issuer
Employee stock option (right to buy)
2021-08-31$43.97/sh−142,658$6,272,672→ 0 totalExercise: $34.03Exp: 2028-03-07→ Class A common stock (142,658 underlying)
Footnotes (18)
- [F1]On March 5, 2019, March 6, 2020 and March 5, 2021, the reporting person was granted, as applicable, performance-based restricted share units ("RSUs") eligible to be earned based on Operating Funds From Operations per diluted share of the Issuer over a performance period and RSUs eligible to be earned based on relative total stockholder return over a performance period. In connection with the Merger (as defined below), the Compensation Committee certified the degree to which the performance measures were achieved for awards for which performance had not previously been certified and pursuant to the Merger Agreement (as defined below). Such RSUs (including dividend equivalent rights accrued thereon) became fully vested in accordance with their terms in connection with the Merger.
- [F10]The units are owned by a family limited liability company of which Mr. Williams had managerial authority.
- [F11]The units are owned by a family trust of which Mr. Williams is the trustee.
- [F12]The units are owned by 10 separate family trusts of which Mr. Williams is the trustee.
- [F13]These options to purchase shares of Class A common stock were granted under the Plan and vested ratably over three years beginning on the first anniversary of the date of grant and each quarter thereafter. 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.
- [F14]These options to purchase shares of Class A common stock were granted under the Plan and vested ratably over three years beginning on the first anniversary of the date of grant and each quarter thereafter. 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.
- [F15]These options to purchase shares of Class A common stock were granted under the Plan and vested ratably over four years beginning on the first anniversary of the date of grant and each quarter thereafter. Each option was canceled in the Merger in exchange for a cash payment of $42.19, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.
- [F16]These options to purchase shares of Class A common stock were granted under the Plan and vested two years after the grant date. 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.
- [F17]These options to purchase shares of Class A common stock were granted under the Plan and vested ratably over three years beginning on the first anniversary of the date of grant and each quarter thereafter. 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.
- [F18]These options to purchase shares of Class A common stock were granted under the Plan and vested ratably over four years beginning on the first anniversary of the date of grant and each quarter thereafter. Each option was canceled in the 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.
- [F2]Includes Class A common stock disposed of, and vested RSUs 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, Volt Upper Holdings LLC, Volt Lower Holdings LLC, and Volt Acquisition LP (the "Merger Agreement") in exchange for $78.00 in cash per share or unit, as applicable, without interest, less any applicable withholding.
- [F3]Includes Class A common stock disposed of pursuant to the terms of the Merger Agreement in exchange for $78.00 in cash per share or unit, as applicable, without interest, less any applicable withholding.
- [F4]The shares were owned by three separate trusts of which Mr. Williams is trustee.
- [F5]The shares were owned by a family limited liability company of which Mr. Williams is the manager.
- [F6]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.
- [F7]Disposed of pursuant to the transactions contemplated by the Merger Agreement in exchange for $78.00 in cash per unit, without interest, less any applicable withholding.
- [F8]The units were owned by two separate family limited liability company of which Mr. Williams had managerial authority.
- [F9]These Class A units were retained by the reporting person in connection with the transactions contemplated by the Merger Agreement.
Documents
Issuer
QTS Realty Trust, Inc.
CIK 0001577368
Entity typeother
Related Parties
1- filerCIK 0001587364
Filing Metadata
- Form type
- 4
- Filed
- Sep 1, 8:00 PM ET
- Accepted
- Sep 2, 4:10 PM ET
- Size
- 40.4 KB