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DIGITAL REALTY TRUST, INC. Director's Dealing 2012

Mar 22, 2012

29978_dirs_2012-03-22_3dbc2d6b-5bac-42f0-afb9-6e85c0d8d495.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: 2012-03-20

Reporting Person: Stein A William (CFO and CIO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-03-20 Common Stock M 3362 Acquired 10328 Direct
2012-03-20 Common Stock S 3362 $72.51 Disposed 6966 Direct
2012-03-20 Common Stock M 9638 Acquired 16604 Direct
2012-03-20 Common Stock S 9638 $72.51 Disposed 6966 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-03-20 Class C Units $ M 3362 Disposed Common Stock (3362) Direct
2012-03-20 Long-Term Incentive Units $ M 9638 Disposed Common Stock (9638) Direct

Footnotes

F1: In accordance with the terms of a Trading Plan (SEC Rule 10b5-1 Securities Exchange Act of 1934), the reporting person converted 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 Common Units for 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: In accordance with the terms of a Trading Plan (SEC Rule 10b5-1 Securities Exchange Act of 1934), the reporting person converted long-term incentive units into Common Units of the Operating Partnership, and subsequently redeemed the Common Units for 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: Common Stock sold in accordance with the terms of a Trading Plan (SEC Rule 10b5-1 - Securities Exchange Act of 1934).

F8: Represents the average sale price. Exact sale prices range from $72.5 to $72.64.