DIGITAL REALTY TRUST, INC. — Director's Dealing 2020

Aug 4, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DIGITAL REALTY TRUST, INC. (DLR)
CIK: 0001297996
Period of Report: 2020-07-31

Reporting Person: Stein A William (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-07-31	Common Stock	M	25200	—	Acquired	25200	Direct
2020-07-31	Common Stock	S	20301	$160.23	Disposed	4899	Direct
2020-07-31	Common Stock	S	1800	$161.43	Disposed	3099	Direct
2020-07-31	Common Stock	S	1300	$163.02	Disposed	1799	Direct
2020-07-31	Common Stock	S	1399	$163.91	Disposed	400	Direct
2020-07-31	Common Stock	S	400	$164.91	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-07-31	Long-Term Incentive Units	$	M	25200	Disposed		Common Stock (25200)	Direct

Footnotes

F1: The reporting person converted long-term incentive units into common limited partnership units ("Common Units") of Digital Realty Trust, L.P. (the "Operating Partnership"), of which the Issuer is the general partner, 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.

F2: Long-Term Incentive Units are profits interest units in Digital Realty Trust, L.P. ("Operating Partnership"), of which the Issuer is the general partner. Profits interest units may initially not have full parity with common limited partnership units of Operating Partnership ("Common Units") with respect to liquidating distributions; however upon the occurrence of specified events, profits interest units may achieve full parity with Common Units for all purposes. Vested profits interest units that have achieved full parity with Common Units may be converted into an equal number of Common Units on a 1-for-1 basis at any time. Common Units are redeemable for cash based on the FMV of an equivalent number of shares of common stock of the Issuer, 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.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $160 to $161. The reporting person undertakes to provide Digital Realty Trust, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $161.08 to $162.03. The reporting person undertakes to provide Digital Realty Trust, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $162.44 to $163.39. The reporting person undertakes to provide Digital Realty Trust, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $163.52 to $164.32. The reporting person undertakes to provide Digital Realty Trust, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $164.73 to $165.11. The reporting person undertakes to provide Digital Realty Trust, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote

F8: The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 plan previously adopted by Mr. Stein.

F9: N/A