Statement of Changes in Beneficial Ownership (4)
02 August 2017 - 6:22AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
du Pont Lammot J
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2. Issuer Name
and
Ticker or Trading Symbol
DUPONT FABROS TECHNOLOGY, INC.
[
DFT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman of the Board
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(Last)
(First)
(Middle)
401 9TH STREET, NW, SUITE 600
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/28/2017
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(Street)
WASHINGTON, DC 20004
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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7/28/2017
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A
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96185
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A
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$5.06
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215673
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D
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Common Stock
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7/28/2017
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S
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96185
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D
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$61.0468
(1)
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119488
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D
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Common Stock
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7/31/2017
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A
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135297
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A
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$5.06
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254785
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D
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Common Stock
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7/31/2017
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A
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55556
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A
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$19.89
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310341
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D
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Common Stock
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7/31/2017
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A
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9147
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A
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$23.79
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319488
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D
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Common Stock
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7/31/2017
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S
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200000
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D
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$61.685
(2)
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119489
(3)
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D
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Common Stock
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33972
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I
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By Corporation
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-qualified Stock Option
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$5.06
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7/28/2017
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M
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96185
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(4)
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2/26/2019
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Common Stock
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96185.0
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$0
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135297
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D
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Non-qualified Stock Option
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$5.06
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7/31/2017
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M
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135297
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(4)
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2/26/2019
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Common Stock
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135297.0
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$0
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0
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D
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Non-qualified Stock Option
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$19.89
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7/31/2017
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M
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55556
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(5)
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2/25/2020
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Common Stock
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55556.0
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$0
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0
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D
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Non-qualified Stock
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$23.79
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7/31/2017
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M
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9147
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(6)
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2/24/2021
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Common Stock
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9147.0
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$0
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146680
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D
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OP Units
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(7)
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7/28/2017
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J
(8)
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91300
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(9)
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(9)
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Common Stock
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91300.0
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(8)
(9)
(10)
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1501119
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I
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By LLC
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OP Units
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(7)
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(9)
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(9)
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Common Stock
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204095.0
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204095
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I
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By Corporation
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OP Units
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(7)
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(9)
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(9)
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Common Stock
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289025.0
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289025
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I
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By LP
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OP Units
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(7)
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(9)
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(9)
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Common Stock
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1250109.0
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1250109
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D
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Explanation of Responses:
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(1)
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Represents the weighted average per share sale price, with per share sale price ranging from $61.00 to $61.65. Upon request by the Commission, the reporting person will provide full information regarding the number of shares sold at each separate price.
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(2)
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Represents the weighted average per share sale price, with per share sale price ranging from $61.37 to $62.235. Upon request by the Commission, the reporting person will provide full information regarding the number of shares sold at each separate price.
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(3)
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Added 1 share of stock to correct an error.
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(4)
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Stock option vests one third on each of March 1, 2010, 2011, and 2012
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(5)
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Stock option vests one third on each of March 1, 2011, 2012, and 2013.
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(6)
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Stock option vests one third on each of March 1, 2012, 2013, and 2014.
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(7)
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"OP Units" represent limited partner interests of DuPont Fabros Technology, L.P., a Maryland limited partnership (the "OP"), the operating partnership of DuPont Fabros Technology, Inc. (the "Issuer"), of which the Issuer is the sole general partner. OP Units are redeemable twelve (12) months from the transaction date pursuant to which the OP units were issued for cash equal to the ten-current market value of one share of the Issuer's common stock, or, at the election of the Issuers, and equal number of shares of the Issuer's common stock.
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(8)
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These OP Units were transferred by an entity controlled by Mr. du Pont to a grantor trust for cash of equal value. The aggregate value was $5,605,820.00, determined by the reference to the mid point of the reported high and low price of the Issuer's common stock on the NYSE on July, 28, 2017, which was $61.40.
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(9)
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All of these OP Units are immediately redeemable (subject to certain limitations set forth in agreement of limited partnership of the OP). OP Units have no expiration date.
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(10)
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The OP Unites were originally received in exchange for direct or indirect contribution to the OP of certain partnership, membership, or ownership interests in, of property of, certain partnerships or limited liability companies which own, directly or indirectly, certain properties in Illinois, New Jersey, Virginia, and/or the District of Columbia, in connection with the Issuer's initial public offering, the value which was $21.00 per OP Unit based on the price of common stock of the Issuer at the time of the Issuer's public offering.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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du Pont Lammot J
401 9TH STREET, NW
SUITE 600
WASHINGTON, DC 20004
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X
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Chairman of the Board
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Signatures
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s Attorney-in-fact Richard A. Montfort, Jr.
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8/1/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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