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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 | ||||||||
Employee Stock Option (right to buy) | $ 20.37 | 03/07/2011 | M | 3,334 | (4) | 11/08/2015 | Common Stock | 3,334 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 41.73 | 03/07/2011 | M | 2,567 | (5) | 05/02/2017 | Common Stock | 2,567 | $ 0 | 5,134 | D | ||||
Long-Term Incentive Units (2) | (6) | 03/07/2011 | M(1) | 15,002 | (2) | (7) | Common Stock | 15,002 | $ 0 | 43,298 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Crosby Christopher James JR 560 MISSION STREET, SUITE 2900 SAN FRANCISCO, CA 94105 |
SVP, Corporate Development |
/s/ Barbara Polster, attorney-in-fact | 03/09/2011 | |
**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) | Christopher Crosby converted 15,002 long-term incentive units into common limited partnership units ("Common Units") of Digital Realty Trust, L.P., a Maryland limited partnership (the "Operating Partnership"), and subsequently redeemed the 15,002 Common Units for 15,002 shares of the common stock of Digital Realty Trust, Inc. (the "Issuer"), all in accordance with the requirements of the Limited Partnership Agreement of the Operating Partnership. |
(2) | Long-term incentive units are membership interests in the Operating Partnership, of which the Issuer is the general partner. Long-term incentive units receive the same quarterly distributions as 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. |
(3) | Represents the average sale price. Exact sale prices range from $57.00 to 57.10. |
(4) | Twenty percent of the option shares vested on November 8, 2006; thereafter 1/60th vest monthly so that the option became fully vested on the fifth anniversary of the grant date. |
(5) | Twenty percent of the option shares vested on May 2, 2008; thereafter 1/60th vest monthly so that the option will be fully vested on the fifth anniversary of the grant date. |
(6) | 1 for 1. |
(7) | N/A |
Remarks: This statement of changes in beneficial ownership ("Form 4") of securities of the Issuer is being filed to report a transaction that is also being reported concurrently on a Form 4 for the Operating Partnership. The change in beneficial ownership of long-term incentive units reported on this Form 4 for the Issuer are as a result of the same transactions reported in the Form 4 for the Operating Partnership. |