Statement of Changes in Beneficial Ownership (4)
19 September 2017 - 5:05AM
Edgar (US Regulatory)
FORM 4
[
X
]
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
*
Armstrong James Warren
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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)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Accounting Officer
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(Last)
(First)
(Middle)
401 9TH STREET, N.W., SUITE 600
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/14/2017
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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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9/14/2017
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D
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7623
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D
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(1)
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0
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D
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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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Performance Stock Units
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(2)
(3)
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9/14/2017
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D
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4722
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(4)
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(4)
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Common Stock
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4722.0
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$0
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0
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D
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Explanation of Responses:
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(1)
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On September 14, 2017, pursuant to the Agreement and Plan of Merger dated as of June 8, 2017 (the Merger Agreement), by and among Digital Realty Trust, Inc. (DLR), Penguins REIT Sub, LLC (REIT Merger Sub), Digital Realty Trust, L.P. (DLR OP), Penguins OP Sub 2, LLC (Merger Sub GP), Penguins OP Sub, LLC (OP Merger Sub), DuPont Fabros Technology, Inc. (DFT) and DuPont Fabros Technology, L.P. (DFT OP), DLR and DFT combined through (i) a merger of DFT with and into REIT Merger Sub, with REIT Merger Sub surviving the merger as the surviving entity (the REIT Merger), and (ii) a merger of OP Merger Sub with and into DFT OP, with DFT OP surviving the merger as the surviving partnership. Pursuant to the Merger Agreement, at the effective time of the REIT Merger, each share of DFT common stock issued and outstanding immediately prior to such time was converted into the right to receive 0.545 shares of DLR common stock.
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(2)
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These performance stock units (PSUs) were issued under the Companys 2011 Equity Incentive Plan. Each unit represents the right to receive one share of the underlying security at a date in the future, subject to adjustment pursuant to the terms of the award.
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(3)
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These performance stock units are subject to performance-based vesting conditions based on (a) the Reporting Persons continuous service with the Company from the grant date until March 1, 2018 (with respect to 2,318 of the PSUs) or February 1, 2019 (with respect to 2,404 of the PSUs), and (b) with respect to one-half of the award, the total shareholder return of the Companys common stock (the Company TSR) for a 3-year Performance Period that commenced on January 1, 2015 (with respect to 2,318 PSUs) or January 1, 2016 (with respect to 2,404 PSUs) (the Performance Period), as compared to the return of the MSCI US REIT Index for the 3-year Performance Period, and (c) with respect to the remaining half of the award, the Company TSR for the applicable Performance Period as compared to the return of an index of publicly-traded data center companies for the applicable 3-year Performance Period.
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(4)
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At the effective time of the REIT Merger, each award of PSUs that was outstanding as of immediately prior to the effective time of the REIT Merger was converted into the right to receive 0.545 PSUs of DLR. Following such conversion, such DLR PSUs vested and were converted into common stock of DLR.
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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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Armstrong James Warren
401 9TH STREET, N.W.
SUITE 600
WASHINGTON, DC 20004
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Chief Accounting Officer
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Signatures
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s Attorney-in-fact-Richard A. Montfort, Jr.
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9/18/2017
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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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