DIGITAL REALTY TRUST, INC. — Director's Dealing 2012

Feb 16, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Digital Realty Trust, Inc. (DLR)
CIK: 0001297996
Period of Report: 2012-02-14

Reporting Person: Behrman Brent (Senior Vice President, Sales)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$41.73	2017-05-02	Common Stock (901)		Direct
Class C Profits Interest Units	$		Common Stock (606)		Direct
Long-Term Incentive Units	$		Common Stock (12265)		Direct

Footnotes

F1: The option was granted on May 2, 2007, pursuant to which twenty percent (20%) of the shares became fully vested and exercisable on May 2, 2008 and 1/60th of the shares vested and continue to vest on each monthly anniversary thereafter, so that all of the shares will be fully vested as of May 2, 2012. The reported shares represent a net figure after exercises, of which 450 shares are fully vested and exercisable and the remaining shares continue to vest as outlined above.

F2: Class C Profits Interest Units ("Class C Units") are membership interests in Digital Realty Trust, L.P., a Maryland limited partnership (the "Operating Partnership"), of which Digital Realty Trust, Inc. (the "Issuer") is the general partner. Vested Class C Units that have satisfied the performance condition and achieved full parity with common limited partnership units ("Common Units") of the Operating Partnership 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: These units were granted on May 2, 2007, pursuant to which sixty percent (60%) of the units became fully vested and exercisable on May 1, 2010 and 1/24th of the units vested and continue to vest on each monthly anniversary thereafter, so that all of the units will be fully vested as of May 1, 2012. The reported units represent a net figure after redemptions; the remaining units continue to vest as outlined above.

F4: N/A

F5: 1 for 1.

F6: 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.

F7: These units were granted on February 25, 2008, March 2, 2009, February 23, 2010 and February 10, 2011, with initial vest dates of February 25, 2009, March 2, 2010, February 23, 2011 and February 27, 2012, respectively. Each grant vests as to 20% in the first year, 20% in the second year, 30% in the third year and 30% in the fourth year. The reported units represent a net figure after redemptions, the remaining units continue to vest as outlined above.