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DIGITAL REALTY TRUST, INC. Director's Dealing 2011

Dec 6, 2011

29978_dirs_2011-12-06_d8321a53-ff27-4a3e-b7a6-5e36d74ee09b.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Digital Realty Trust, Inc. (DLR)
CIK: 0001297996
Period of Report: 2011-12-02

Reporting Person: Smith James M. (Chief Technology Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-12-02 Common Stock M 403 Acquired 14511 Direct
2011-12-02 Common Stock S 403 $63.56 Disposed 14108 Direct
2011-12-02 Common Stock M 2731 Acquired 16839 Direct
2011-12-02 Common Stock S 2731 $63.56 Disposed 14108 Direct
2011-12-02 Common Stock M 750 $41.73 Acquired 14858 Direct
2011-12-02 Common Stock S 750 $63.62 Disposed 14108 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-12-02 Class C Profits Interest Units $ M 403 Disposed Common Stock (403) Direct
2011-12-02 Long-Term Incentive Units $ M 2731 Disposed Common Stock (2731) Direct
2011-12-02 Employee Stock Option (right to buy) $41.73 M 750 Disposed 2017-05-02 Common Stock (750) Direct

Footnotes

F1: James Smith converted 403 Class C Profits Interest Units ("Class C 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 403 Common Units for 403 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.

F2: Class C Units are membership interests in the Operating Partnership of which the Issuer is the general partner. Vested Class C Units that have satisfied the performance condition and achieved full parity with Common Units receive the same quarterly distributions as Common Units, and 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. The Class C Units have achieved full parity with Common Units.

F3: James Smith converted 2,731 long-term incentive units into Common Units of the Operating Partnership and subsequently redeemed the 2,731 Common Units for 2,731 shares of the common stock of the Issuer, all in accordance with the requirements of the Limited Partnership Agreement of the Operating Partnership.

F4: Long-term incentive units are profits interest units in the Operating Partnership. Vested profits interest units may be converted into an equal number of Common Units in the Operating Partnership on a one-for-one basis at any time. Common Units are 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, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified extraordinary distributions or similar events.

F5: 1 for 1.

F6: N/A

F7: 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.