1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Long-Term Incentive Units
(1)
|
Â
(2)
|
Â
(2)
|
Common Stock
|
16,163
|
$
0
|
D
|
Â
|
Long-Term Incentive Units
(1)
|
Â
(3)
|
Â
(3)
|
Common Stock
|
11,614
|
$
0
|
D
|
Â
|
Employee Stock Option right-to-buy
|
Â
(4)
|
10/28/2014 |
Common Stock
|
45,459
|
$
12
|
D
|
Â
|
Class C Profits Interest Units
(5)
|
Â
(6)
|
Â
(6)
|
Common Stock
|
50,000
|
$
0
|
D
|
Â
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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 the Issuer is the general partner. Long-term incentive units receive the same quarterly distributions as common limited partnershp units of the Operating Partnership ("Common Units"). Long-term incentive units may initally not have full parity with Common Units with respect to liquidating distributions; however, upon the occurence of specified events, long-term incentive units may over time achieve full parity with Common Units for all purposes, and thereafter vested long-term units may be converted into an equal number of common units of the Operating Partnership on a one for one basis at any time. |
(2) |
100% vested but subject to transfer restrictions until October 28, 2007 after which 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, an equal number of shares of the Isssuer's common stock. |
(3) |
Tweny percent of these units will vest on October 1, 2006 and thereafter 1/60th will vest monthly and, when vested, 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. |
(4) |
Represents an option to purchase common stock in the Issuer, which vests in equal annual installments of 25% on each of the first four anniversaries of October 28, 2004. |
(5) |
Class C profits interest units ("Class C Units") are membership interests in the Operating Partnership. |
(6) |
A number of Class C Units, up to 60%, will vest on September 30, 2008, and thereafter a number of Class C Units, up to a maximum of 1-2/3% will vest monthly, except that up to 100% of the Class C Units will vest upon a change in control of the Issuer, provided in each case that (i) the cumulative return to the Issuer's common stockholders as measured from October 1, 2005 meets certain targets and (ii) the reporting person remains employed by the issuer for a certain period. Partial vesting is possible based on the cumulative return to the Issuer's common stockholders, the period of time the reporting person remains employed by the issuer and the issuer's stock price for the 5 consecutive trading days ending on the measurement date. Upon vesting, Class C Profits Interest Units will be treated in the same manner as long-term incentive units." |