Filed Pursuant to Rule 424(b)(5)
Registration No. 333-199848

PROSPECTUS SUPPLEMENT
(To Prospectus dated November 25, 2014)

7,000,000 Shares

QTS REALTY TRUST, INC.

Class A Common Stock

We are offering 5,750,000 shares of our Class A common stock. The selling stockholder named in this prospectus supplement is offering an additional 1,250,000 shares of our Class A common stock. We will not receive any proceeds from the sale of our Class A common stock by the selling stockholder in this offering.

Our shares trade on the New York Stock Exchange under the symbol “QTS.” On June 1, 2015, the last sale price of the shares as reported on the New York Stock Exchange was $37.84 per share.

Our charter contains restrictions on ownership and transfer of our common stock intended to assist us in maintaining our status as a real estate investment trust for federal and/or state income tax purposes. For example, our charter generally restricts any person from actually or constructively owning more than 7.5% of the aggregate of the outstanding shares of our common stock by value or by number of shares, whichever is more restrictive, except for certain designated investment entities that may own up to 9.8% of the aggregate of the outstanding shares of our common stock, subject to certain conditions. See “Restrictions on Ownership and Transfer” in the accompanying prospectus.

We are an “emerging growth company” under the federal securities laws. Investing in our common stock involves risks. See “Risk Factors” beginning on page S-7 of this prospectus supplement and the risk factors beginning on page 4 of our Annual Report on Form 10-K for the year ended December 31, 2014, which are incorporated by reference herein.

		Per Share				Total
Public offering price		$	37.00			$	259,000,000
Underwriting discount(1)		$	1.5725			$	11,007,500
Proceeds, before expenses, to us		$	35.4275			$	203,708,125
Proceeds, before expenses, to the selling stockholder		$	35.4275			$	44,284,375

The selling stockholder named in this prospectus supplement has granted the underwriters the option to purchase up to an additional 1,050,000 shares of our common stock at the public offering price, less underwriting discounts, for 30 days after the date of this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares against payment on or about June 5, 2015.

 

Deutsche Bank Securities		Jefferies		KeyBanc Capital Markets

BofA Merrill Lynch		Evercore ISI		Goldman, Sachs & Co.

J.P. Morgan		Morgan Stanley		Stifel

Baird		Credit Suisse		PNC Capital Markets LLC

SunTrust Robinson Humphrey				TD Securities

The date of this prospectus supplement is June 2, 2015.

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Prospectus Supplement

About this Prospectus Supplement and the Prospectus			S-iii
Forward-Looking Statements			S-iv
Summary			S-1
Risk Factors			S-7
Use of Proceeds			S-13
Capitalization			S-14
Selling Stockholder			S-15
Underwriting			S-16
Legal Matters			S-23
Experts			S-23
Incorporation by Reference			S-24
Index to Financial Statements			F-1

Prospectus

About This Prospectus			1
Forward-Looking Statements			2
Our Company			3
Risk Factors			4
Use of Proceeds			4
Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends			5
Description of Capital Stock			6
Description of Common Stock			7
Description of Preferred Stock			10
Description of Depositary Shares			12
Description of Warrants			16
Description of Rights			17
Certain Provisions of Maryland Law and Our Charter and Bylaws			18
Restrictions on Ownership and Transfer			24
Certain U.S. Federal Income Tax Considerations			28
Book-Entry Securities			55
Plan of Distribution			57
Legal Matters			59
Experts			59
Where to Find Additional Information			59
Incorporation of Certain Information by Reference			59

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You should rely only on the information contained in or incorporated by reference into this prospectus supplement, the accompanying prospectus or any applicable free writing prospectus in making a decision about whether to invest in our common stock. Neither we, the selling stockholder, nor the underwriters (or any of our or their respective affiliates) have authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in any jurisdiction where it is unlawful to make such offer or solicitation. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus, any applicable free writing prospectus and any document incorporated by reference herein or therein is accurate only as of their respective dates or on the date or dates that are specified in such documents. Our business, financial condition, liquidity, results of operations and prospects may have changed since those dates.

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ABOUT THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference herein or therein. The second part, the accompanying prospectus, gives more general information, some of which may not apply to this offering.

To the extent the information contained in this prospectus supplement differs or varies from the information contained in the accompanying prospectus or documents incorporated by reference herein or therein, the information in this prospectus supplement will supersede such information. In addition, any statement in a filing we make with the Securities and Exchange Commission (the “SEC”) that adds to, updates or changes information contained in an earlier filing we made with the SEC shall be deemed to modify and supersede such information in the earlier filing.

This prospectus supplement does not contain all of the information that is important to you. You should read the accompanying prospectus as well as the documents incorporated by reference in this prospectus supplement and the accompanying prospectus. See “Incorporation by Reference” in this prospectus supplement and “Where to Find Additional Information” in the accompanying prospectus. Unless the context requires otherwise, references in this prospectus supplement and the accompanying prospectus to “we,” “our,” “us” and “our company” refer to QTS Realty Trust, Inc., a Maryland corporation, together with its consolidated subsidiaries, including QualityTech, LP, a Delaware limited partnership, which we refer to as the “Operating Partnership.” In addition, unless the context requires otherwise, references in this prospectus supplement to our “common stock” or our “Class A common stock” refer to our Class A common stock, $0.01 par value per share.

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FORWARD-LOOKING STATEMENTS

Some of the statements contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein contain “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In particular, statements pertaining to our capital resources, portfolio performance and results of operations contain forward-looking statements. Likewise, all of our statements regarding anticipated growth in our funds from operations and anticipated market conditions are forward-looking statements. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.

The forward-looking statements contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from those expressed in any forward-looking statement. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

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While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. Any forward-looking statements speak only as of the date on which they are made. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause our future results to differ materially from any forward-looking statements, see the section of this prospectus supplement entitled “Risk Factors” and the risk factors incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2014.

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SUMMARY

This summary highlights information contained elsewhere or incorporated by reference in this prospectus supplement and the accompanying prospectus. This summary is not complete and does not contain all of the information that you should consider before investing in our common stock. We urge you to read this entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein carefully, including the financial statements and notes to those financial statements incorporated by reference herein and therein. Please read “Risk Factors” for more information about important risks that you should consider before investing in our common stock.

QTS Realty Trust, Inc.

We are a leading owner, developer and operator of state-of-the-art, carrier-neutral, multi-tenant data centers. Our data centers are facilities that house the network and computer equipment of multiple customers and provide access to a range of communications carriers. We have a fully integrated platform through which we own and operate our data centers and provide a broad range of IT infrastructure solutions. We refer to our spectrum of core data center products as our “3Cs,” which consists of Custom Data Center, Colocation and Cloud and Managed Services. We believe that we own and operate one of the largest portfolios of multi-tenant data centers in the United States, as measured by gross square footage, and have the capacity to more than double our leased raised floor without constructing or acquiring any new buildings.

As of March 31, 2015, we operated a portfolio of 12 data centers across eight states, located in some of the top U.S. data center markets plus other high-growth markets. Our data centers are highly specialized, full-service, mission-critical facilities used by our customers to house, power and cool the networking equipment and computer systems that support their most critical business processes. We believe that our data centers are best-in-class and engineered to adhere to the highest specifications commercially available to customers, providing fully redundant, high-density power and cooling sufficient to meet the needs of major national and international companies and organizations. This is in part reflected by our operating track record of “five-nines” (99.999%) reliability and by our diverse customer base of more than 850 customers, including financial institutions, healthcare companies, government agencies, communications service providers, software companies and global Internet companies.

We are a Maryland corporation formed in May 2013. Substantially all of our assets are owned directly or indirectly, and substantially all of our operations are conducted directly or indirectly, by our Operating Partnership. As of March 31, 2015, we owned an approximate 82.7% ownership interest in the Operating Partnership.

We believe that we have operated and have been organized in conformity with the requirements for qualification and taxation as a real estate investment trust (“REIT”) commencing with our taxable year ended December 31, 2013. Our qualification as a REIT, and maintenance of such qualification, depends upon our ability to meet, on a continuing basis, various complex requirements under the Internal Revenue Code of 1986, as amended (the “Code”), relating to, among other things, the sources of our gross income, the composition and values of our assets, our distributions to our stockholders and the concentration of ownership of our equity shares.

Our principal executive office is located at 12851 Foster Street, Overland Park, Kansas 66213. Our telephone number is (913) 814-9988. Our web address is www.qtsdatacenters.com. The information on or accessible through our website does not constitute a part of this prospectus supplement or any other applicable document.

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Recent Developments

Pending Acquisition of Carpathia

Overview

On May 6, 2015, through Quality Technology Services Holding, LLC, our taxable REIT subsidiary, we entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Carpathia Holdings, LLC (the “Seller”) and Carpathia Acquisition, Inc. Pursuant to the Stock Purchase Agreement, we agreed to acquire Carpathia Acquisition, Inc. and its subsidiaries, including Carpathia Hosting, Inc. (collectively, “Carpathia”), which would become indirect, wholly-owned subsidiaries of our company. We refer to this transaction as the “Carpathia acquisition.”

If the Carpathia acquisition is consummated, we will indirectly acquire 100% of the outstanding stock of Carpathia, a Virginia-based hybrid cloud services and Infrastructure-as-a-Service (“IaaS”) provider servicing enterprise customers and federal agencies.

Pursuant to the Stock Purchase Agreement, at the closing of the Carpathia acquisition, we will pay aggregate consideration of approximately $326 million, excluding Carpathia’s cash (which we will separately pay to the Seller), working capital and any other adjustments required to be made in connection with the purchase price allocation in accordance with generally accepted accounting principles, but including the prepayment of debt and the Seller’s transaction-related expenses and the assumption of capital leases, subject to customary closing adjustments. We plan to fund the cash portion of the purchase price, in addition to our transaction costs estimated to be approximately $5 million, through a combination of net proceeds from this offering and borrowings under our unsecured revolving credit facility. This offering is not conditioned upon completion of the Carpathia acquisition, and the Carpathia acquisition is not subject to a financing condition, including completion of this offering.

The Stock Purchase Agreement contains customary representations and warranties and pre- and post-closing covenants. Pursuant to the Stock Purchase Agreement, the Seller has agreed to indemnify us for all losses arising from the Seller’s breach of its representations and warranties, from the Seller’s or Carpathia’s failure to perform covenants in the Stock Purchase Agreement and for any income and payroll taxes related to pre-closing tax periods. The Seller’s indemnification obligations survive for 15 months following closing (except with respect to claims for breach of post-closing covenants (which survive until expiration of the statute of limitations) and for income taxes (which survive indefinitely)), and is subject to an overall cap of $20 million. However, claims for fraud, intentional breach and income taxes related to pre-closing tax periods are not subject to the cap. We have also agreed to indemnify the Seller for all losses arising from breach of our representations and warranties and our failure to perform covenants (including post-closing covenants of Carpathia).

The Stock Purchase Agreement further provides that either we or the Seller may terminate the Stock Purchase Agreement if the Carpathia acquisition has not occurred by July 15, 2015, subject to extension in certain circumstances. The Stock Purchase Agreement also contains certain other termination rights for us and the Seller including, without limitation, our ability to terminate or seek specific performance of the Stock Purchase Agreement in the event that the Seller materially breaches the agreement and fails to cure its breach within 30 days after we deliver written notice thereof.

The closing of the Carpathia acquisition is expected to occur on or before July 15, 2015, subject to customary closing conditions. There can be no assurance that the Carpathia acquisition will be consummated on the currently contemplated terms, other terms or at all, or if consummated, of the timing thereof.

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The Business of Carpathia

Carpathia is a cloud services and IaaS provider founded in 2003 and headquartered in Dulles, Virginia. Carpathia offers high level security and compliance solutions to approximately 230 commercial and government customers and has a presence in nine markets through leased space in 13 domestic and international data centers. Carpathia’s 2014 revenue was approximately $82.1 million and it had a net loss in 2014 of approximately $0.8 million. U.S. federal government agencies directly or indirectly provided approximately 35% of Carpathia’s 2014 revenue, and commercial customers provided the remaining 65%. Approximately 75% of Carpathia’s 2014 revenue was derived from products similar to our Cloud and Managed Services (C3) offering, while the remaining approximate 25% was derived from products similar to our Colocation (C2) offering. During 2014, Carpathia’s average revenue per customer was approximately $31,000, and its rental churn was approximately 7.0%. For the first quarter of 2015, Carpathia’s revenue was approximately $21.9 million, and it had net income of approximately $634,000.

Rationale for the Carpathia Acquisition

We believe that the Carpathia acquisition is an attractive opportunity for us to strengthen our existing, fully integrated real estate and technology services platform and will add scale and diversification to our business. We believe that the Carpathia acquisition will provide a number of strategic and financial benefits, including the following:

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On a pro forma basis assuming the completion of the Carpathia acquisition, the Company will have more than 1,000 customers in 25 data centers located in 14 markets. The Company’s C1/C2/C3 customer mix, based on MRR at December 31, 2014, would be approximately 31% C1 customers, 42% C2 customers and 27% C3 customers, on a pro forma basis taking into account the Carpathia acquisition.

For additional information regarding the Carpathia Acquisition or the Stock Purchase Agreement, please refer to our Current Report on Form 8-K filed with the SEC on May 12, 2015, which is incorporated by reference in this prospectus supplement.

In addition to the foregoing, if consummated, the Carpathia acquisition also will expand our executive team. Peter Weber, Carpathia’s Chief Executive Officer, would join our executive team as Chief Product Officer, and the remainder of the Carpathia leadership team also would continue to play key roles in further developing and delivering products and services that customers seek and value.

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The Offering

The following is a brief summary of certain terms of this offering. For a more complete description of the terms of our Class A common stock, see “Description of Common Stock” in the accompanying prospectus.

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RISK FACTORS

Investing in our common stock involves risks. In addition to other information in this prospectus supplement, you should carefully consider the following risks and the risks described in our Annual Report on Form 10-K for the year ended December 31, 2014, as well as other information and data set forth in this prospectus supplement and the accompanying prospectus and the documents we incorporate by reference herein and therein before making an investment decision with respect to our common stock. The occurrence of any of the following risks could materially and adversely affect our business, prospects, financial condition, liquidity and results of operations and our ability to make cash distributions to our stockholders, which could cause you to lose all or a part of your investment in our common stock. Some statements in this prospectus supplement and the accompanying prospectus and the documents we incorporate by reference herein and therein, including statements in the following risk factors, constitute forward-looking statements. See “Forward-Looking Statements.”

Risks Related to the Carpathia Acquisition

Failure to complete the Carpathia acquisition could negatively impact our business, prospects, financial condition and results of operations, which could have a material adverse effect on us.

We intend to use all or a significant portion of the net proceeds of this offering to fund the cash consideration for (or indebtedness incurred in connection with) the Carpathia acquisition. The Carpathia acquisition is subject to certain closing conditions, including, among other things, the continuing accuracy of representations and warranties (except as would not have a material adverse effect), compliance with covenants, receipt of certain required third-party consents and clearance from the Federal Trade Commission pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Moreover, the Stock Purchase Agreement may be terminated by either party without penalty if the transaction has not been consummated by an outside date of July 15, 2015 (or, if the failure is solely due to antitrust waiting periods or approvals having not yet expired or been obtained, by the earlier of August 31, 2015 or the third business day following such expiration or approval). There can be no assurance that any condition to the closing of the transaction will be satisfied or waived before the outside date, or at all. Therefore, there can be no assurance with respect to the timing of the closing of the transaction or whether the transaction will be completed on the currently contemplated terms, other terms or at all. If the Carpathia acquisition is not completed for any reason, we may be subject to several risks, including, but not limited to, the following:

If the transaction is not completed, these risks may materially adversely affect our business, prospects, financial condition, liquidity and results of operations, which could have a material adverse effect on us.

The intended benefits of the Carpathia acquisition may not be realized, which could negatively impact our business, prospects, financial condition, liquidity and results of operations, which could have a material adverse effect on us.

We may not be able to achieve the anticipated benefits of the Carpathia acquisition, even if the transaction is consummated. Upon completion of the Carpathia acquisition, we expect to integrate the business of Carpathia with our existing operations. We may be unable to accomplish the integration smoothly, successfully or within anticipated cost estimates. The diversion of our management’s attention from our current operations to these

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integration efforts, and any difficulties encountered, could prevent us from realizing the full benefits we anticipate to result from the Carpathia acquisition and could have a material adverse effect on us. Additional risks include, among others:

We cannot assure you that we will be able to complete the integration without encountering difficulties or that any such difficulties will not have a material adverse effect on us. Failure to realize the intended benefits of the Carpathia acquisition could adversely affect our business, prospects, financial condition, liquidity and results of operations, which could have a material adverse effect on us.

Our indemnification rights under the Stock Purchase Agreement are limited.

Under the Stock Purchase Agreement, our right to recover losses from the Seller arising from breaches of representations and warranties and failure to perform covenants survives only for 15 months following closing (subject to certain exceptions for breaches of post-closing covenants and for income taxes) and is subject to an overall cap of $20 million (although claims for fraud, intentional breach and income taxes related to pre-closing tax periods are not subject to the cap). Claims for breaches of representations and warranties are further subject to a deductible of $1.5 million (other than with respect to taxes, which are subject to a deductible of $750,000). Therefore, to the extent we incur losses from the Carpathia acquisition due to breaches by the Seller, even of certain “fundamental” representations such as capitalization and authority, our recovery generally will be limited to the $20 million cap and 15 month survival period, which could have a material adverse effect on us.

Following the Carpathia acquisition, the growth of Carpathia’s business (and our Cloud and Managed Services business generally) will continue to be limited by the 25% limit on ownership of TRS stock imposed by the Code.

We expect to consummate the Carpathia acquisition and hold Carpathia’s business through our taxable REIT subsidiary. The Code provides that no more than 25% of the value of a REIT’s assets may consist of shares or securities of one or more taxable REIT subsidiaries (“TRSs”) and that at least 75% of its assets must consist of “real estate assets.” Following the Carpathia acquisition, we will provide Carpathia’s hybrid cloud services and IaaS product to customers through our TRS. The Carpathia acquisition will significantly increase the value of our TRS. Moreover, our investment in our TRS does not qualify as a “real estate asset” for purposes of the 75% “real estate asset” requirement. The 25% ownership limitation on TRS stock and the 75% “real estate asset” requirement could limit further growth of our Cloud and Managed Services business. In addition, because our TRS is subject to regular corporate income tax on its profits, subject to offset, to the extent we

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have available, tax net operating losses, our profits from our Cloud and Managed Services will be subject to regular corporate income tax and will not benefit from the special income tax treatment afforded REITs.

Furthermore, given limitations under the tax rules applicable to REITs, we have been providing our Cloud and Managed Services through our TRS. We had been seeking a ruling from the Internal Revenue Service (“IRS”) to the effect that payments received from customers for “cloud storage” on servers at our data centers would qualify as “rents from real property” for purposes of the gross income tests applicable to REITs, with the goal of conducting the “cloud storage” portion of our business directly through the REIT. After discussions with the IRS, we have decided to withdraw our request relating solely to cloud storage, but continue to seek a ruling with respect to the interconnect and cross connect operations, and expect to receive a favorable ruling in this respect. Based on these developments, we will continue to provide all of our Cloud and Managed Services through our TRS.

If the Carpathia acquisition is consummated, we will acquire additional government customers, contracts and subcontracts, which may subject us to additional risks, including early termination, audits, investigations, sanctions and penalties, which could have a material adverse effect on us.

If the Carpathia acquisition is consummated, we will derive increased revenues from contracts with the U.S. government, state and local governments, and subcontracts with government contractors. Some of these customers may be entitled to terminate all or part of their contracts at any time, without cause.

Recently, political pressure has increased for governments and their agencies, both domestically and internationally, to reduce spending. Some of Carpathia’s and our federal government contracts and subcontracts are directly or indirectly subject to Congressional approval of appropriations to fund the expenditures under these contracts. Similarly, some of Carpathia’s and our contracts and subcontracts at the state and local levels are subject to government funding authorizations. To the extent that funding underlying any of these government contracts or subcontracts is reduced or eliminated, there is an increased risk that the counterparties may terminate the contracts or subcontracts, which could have a material adverse effect on us.

Government contracts and subcontracts also are generally subject to government audits and investigations. To the extent we fail to comply with laws or regulations related to such contracts, any such audit or investigation of us could result in various civil and criminal penalties and administrative sanctions, including termination of such contracts, refund of a portion of fees received, forfeiture of profits, suspension of payments, fines and suspensions or debarment from future government business, any of which could have a material adverse effect on us.

Our business (which, following the Carpathia acquisition, will include Carpathia’s business) could be adversely affected by security breaches through cyber attacks, cyber intrusions or otherwise.

We face risks associated with security breaches and other significant disruptions of our information technology networks and related systems, which are essential to our business operations. Following the Carpathia acquisition, we may be more subject to these risks. Such breaches and disruptions may occur through cyber attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to e-mails, persons inside our organization or persons with access to systems inside our organization. Because a portion of Carpathia’s business focuses on serving United States government agencies and their contractors with a general focus on data security and information technology, we may be especially likely to be targeted by cyber attacks, including by governments, organizations or persons hostile to our government, following the Carpathia acquisition. Despite our activities to maintain the security and integrity of our networks and related systems, there can be no assurance that these activities will be effective. A security breach involving our networks and related systems could disrupt our operations in numerous ways, including by creating difficulties for our customers that may reflect poorly on us or by exposing us to potential liability, which could have a material adverse effect on us.

If the Carpathia acquisition is consummated, we will have international operations, in which we have no prior experience and international operations will expose us to regulatory, currency, legal, tax and other risks distinct from those faced by us in the U.S.

Foreign operations will involve risks not generally associated with investments in the United States, including:

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Our inability to overcome these risks could adversely affect our international operations and could harm our business, prospects, financial condition, liquidity and results of operations.

If consummated, the Carpathia acquisition will increase the proportion of our business associated with Cloud and Managed Services, which would increase our exposure to the risks of that product service, including adverse economic or other conditions or adverse changes in law or other regulations relating to the Internet, communications or information technologies.

If consummated, the Carpathia acquisition will increase the proportion of our business dedicated to the Cloud and Managed Services market. Therefore, adverse changes in that product service, such as increased regulation of, an oversupply of or a decrease in demand for, the Cloud and Managed Services market or any other adverse condition, would have a proportionately greater adverse effect on us than such change would have had before the Carpathia acquisition. Additionally, the adoption or modification of laws or regulations relating to the Internet, or otherwise relating to our Cloud and Managed Services business or Carpathia’s business, or changes in interpretations of existing laws, would have a proportionately greater adverse effect on us than such change would have before the Carpathia acquisition. Therefore, this increased exposure to the Cloud and Managed Services market could have a material adverse effect on us.

Carpathia leases datacenter space in several locations under long-term non-cancellable lease agreements, and the non-renewal or loss of such leases, or the continuing obligations under such leases in the event of a loss of Carpathia’s customers or customer revenues, could have a material adverse effect on us.

Carpathia leases datacenter space in several locations under long-term non-cancellable lease agreements expiring through 2026 and, in turn, subleases that space to its customers. Following the Carpathia acquisition, we would incur costs if we were forced to vacate this space due to the high costs of relocating the equipment in these facilities and installing the necessary infrastructure in a new data center property. If we were forced to vacate any of these facilities, we could lose customers that chose our services based on our location. Carpathia’s landlords could attempt to evict us for reasons beyond our control. Further, we may be unable to maintain good working relationships with Carpathia’s landlords, which would adversely affect our relationship with Carpathia’s customers and could result in the loss of current customers. In addition, we cannot assure you that we will be able to renew these leases prior to their expiration dates on favorable terms or at all. Certain of such leases relate to datacenters owned by companies that may view us as a competitor, which may impact their willingness to extend Carpathia’s leases upon expiration. If we are unable to renew our lease agreements, we could lose a significant number of customers who are unwilling to relocate their equipment to another one of our data center properties, which could have a material adverse effect on us. Even if we are able to renew these leases, the terms and other costs of renewal may be less favorable than Carpathia’s

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existing lease arrangements. Failure to sufficiently increase revenue from customers at these facilities to offset these projected higher costs could have a material adverse effect on us.

In addition, the terms of Carpathia’s customer contracts are of shorter duration in many cases than Carpathia’s non-cancellable lease agreements for datacenter space described in the prior risk factor. Carpathia is obligated to make payments on its long-term non-cancellable leases regardless of whether its customer contracts are terminated or expire and regardless of whether its customers continue to make payments under their contracts. To the extent we experience a loss of Carpathia’s customers or customer revenue, including upon expiration or termination of their customer contracts, our continuing obligations under Carpathia’s non-cancellable lease agreements for datacenter space may result in expenses to us without offsetting revenue, which could have a material adverse effect on us.

Risks Related to this Offering

The trading volume and market price of our Class A common stock may be volatile and could decline significantly following this offering.

The market price of our Class A common stock may be volatile. The stock markets, including the NYSE, on which our Class A common stock is listed, have experienced significant price and volume fluctuations. As a result, the market price of our Class A common stock is likely to be similarly volatile, and could decline significantly, unrelated to our operating performance or prospects. If the per share trading price of our Class A common stock declines significantly, you may be unable to resell your shares at or above the purchase price. The market price of our Class A common stock could be subject to wide fluctuations in response to a number of factors, including those listed in this “Risk Factors” section of this prospectus supplement and others such as:

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In the past, securities class action litigation has often been instituted against companies following periods of volatility in the market price of their common stock. This type of litigation, if brought against us, could result in substantial costs and divert our management’s attention and resources, which could have a material adverse effect on us.

Affiliates of certain of the underwriters may receive benefits in connection with this offering.

Affiliates of certain of the underwriters in this offering are lenders under our unsecured revolving credit facility. To the extent that we use a portion of the net proceeds of this offering we receive to repay borrowings outstanding under our unsecured revolving credit facility, such affiliates will receive their proportionate share of any amount of the unsecured revolving credit facility that is repaid with the net proceeds of this offering. These transactions create potential conflicts of interest because the underwriters have an interest in the successful completion of this offering beyond the sales commissions they will receive. The interest may influence the decision regarding the terms and circumstances under which the offering is completed.

You may experience significant dilution as a result of this offering, which may adversely affect the per share trading price of our Class A common stock.

This offering may have a dilutive effect on our earnings per share and funds from operations per share after giving effect to the issuance of our Class A common stock in this offering and the receipt of the expected net proceeds. The actual amount of dilution from this offering will be based on numerous factors, particularly the timing of the use of proceeds (including the timing of the Carpathia acquisition) and the return generated by such investment, and cannot be determined at this time. The per share trading price of our Class A common stock could decline as a result of sales of a large number of shares of our Class A common stock in the market pursuant to this offering, or otherwise, or as a result of the perception or expectation that such sales could occur.

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USE OF PROCEEDS

We expect the net proceeds to us from the sale of common stock in this offering, after deducting related underwriting discounts and commissions and other estimated offering expenses, will be approximately $203.3 million.

We intend to contribute to our Operating Partnership the net proceeds from this offering in exchange for OP units. The Operating Partnership intends to use the proceeds to fund a portion of the cash consideration payable in the Carpathia acquisition, and prior to such use, we intend to use a portion of the proceeds for general corporate purposes, which may include the repayment of amounts outstanding under our unsecured revolving credit facility. If the Carpathia acquisition is not consummated, we intend to use the net proceeds from this offering for working capital and general corporate purposes, including to repay amounts outstanding under our unsecured revolving credit facility.

As of March 31, 2015 and May 29, 2015, we had approximately $40 million and $95 million, respectively, outstanding under our unsecured revolving credit facility. The unsecured revolving credit facility matures on December 17, 2018 (which maturity may be extended for an additional one year at our option subject to certain conditions). Amounts outstanding under our unsecured revolving credit facility bear interest at a variable rate equal to, at our election, LIBOR or a base rate, plus a spread, depending upon our leverage ratio, from 1.70% to 2.25% for LIBOR loans and 0.70% to 1.25% for base rate loans. As of March 31, 2015 and May 29, 2015, the weighted average interest rate for amounts outstanding under the unsecured revolving credit facility was 1.88%.

Affiliates of certain of the underwriters are lenders under our unsecured revolving credit facility. As described above, the Operating Partnership may use a portion of the net proceeds from this offering to repay the borrowings outstanding from time to time under our unsecured revolving credit facility. As a result, such affiliates will receive their proportionate share of any amount of the unsecured revolving credit facility that is repaid with the proceeds we receive from of this offering.

We will not receive any of the proceeds from the sale of the shares by the selling stockholder. We will pay all expenses incident to this offering, other than underwriting discounts and commissions on the sale of shares by the selling stockholder and any out-of-pocket expenses of the selling stockholder (including disbursements of counsel, accountants and other advisors), except that we will reimburse the underwriters for up to $7,000 for underwriters’ counsel in connection with FINRA matters.

Pending application of the cash proceeds, we will invest the net proceeds from this offering in interest-bearing accounts and short-term, interest-bearing securities, in a manner that is consistent with our intention to qualify as a REIT.

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CAPITALIZATION

The following table sets forth our capitalization as of March 31, 2015:

Other than as described above and in the table below, no other adjustments have been made to reflect normal course operations by us or other developments in our business after March 31, 2015. As a result, the as adjusted information provided below is not indicative or our actual consolidated capitalization as of any date after March 31, 2015.

You should read this table in conjunction with the “Use of Proceeds” in this prospectus supplement and the consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, which are incorporated by reference in this prospectus supplement.

		March 31, 2015
		Actual				As Adjusted				Pro Forma As Adjusted
		($ in thousands)
Cash and Cash Equivalents		$	5,748			$	169,048			$	5,748
Debt:
Mortgages notes payable		$	86,016			$	86,016			$	86,016
Unsecured credit facility(1)			140,000				100,000				228,122
Capital lease obligations			13,509				13,509				57,509
Senior Notes			297,791				297,791				297,791
Total Debt			537,316				497,316				669,438
Equity:
Class A common stock, $0.01 par value, 450,000,000 shares authorized, 34,818,437(2) shares issued and outstanding, actual; 40,568,437(2) shares issued and outstanding, as adjusted and proforma as adjusted		$	347			$	405			$	405
Class B common stock, $0.01 par value per share, 133,000 share authorized, issued and outstanding, actual, as adjusted and proforma as adjusted			1				1				1
Additional paid-in capital			474,185				653,399				653,399
Accumulated dividends in excess of earnings			(29,563	)			(29,563	)			(29,563	)
Total Stockholders’ equity			444,970				624,242				624,242
Noncontrolling interests			93,253				112,282				112,282
Total Equity			538,223				736,524				736,524
Total capitalization		$	1,075,539			$	1,233,840			$	1,405,962

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SELLING STOCKHOLDER

The selling stockholder, GA QTS Interholdco, LLC, is offering 1,250,000 shares of our common stock (2,300,000 shares if the underwriters exercise in full their option to purchase additional shares from the selling stockholder). We will not receive any proceeds from the sale of our common stock by the selling stockholder in this offering. The shares of common stock being offered by the selling stockholder were acquired by the selling stockholder in connection with our formation transactions and our IPO. The table below sets forth the name of the selling stockholder and the certain information as of the date of this prospectus supplement:

The mailing address of the selling stockholder is c/o General Atlantic Service Company, LLC, 55 East 52nd Street, 32nd floor, New York, New York 10055.

Name of Selling Stockholder		Shares of Common Stock Beneficially Owned Prior to the Offering				Shares of Common Stock Offered Hereby(1)				Shares of Common Stock Beneficially Owned After Completion of the Offering(1)				Percentage of Outstanding Common Stock Beneficially Owned After Completion of the Offering(1)(2)
GA QTS Interholdco, LLC(3)			10,891,145				2,300,000				8,591,145				21.1	%

General Atlantic GenPar, L.P., a Delaware limited partnership (“GA GenPar”), is the general partner of GAP 85 and GAP 93. General Atlantic LLC (“GA LLC”) is the general partner of GA GenPar. GA LLC is also the managing member of GAPCO III and GAPCO IV and the general partner of GAPCO CDA. GAPCO Management GmbH, a German corporation (“GmbH”), is the general partner of KG.

There are 22 Managing Directors of GA LLC. GA QTS Interholdco, LLC, GAP 85, GAP 93, GAPCO III, GAPCO IV, GAPCO CDA, KG, GenPar, GmbH and GA LLC are a “group” under Rule 13d-5 under the Securities Exchange Act of 1934, as amended. The Managing Directors of GA LLC may be deemed to share voting and dispositive power with respect to shares and interests held by the GA Funds. The GA Funds control GA QTS Interholdco, LLC by virtue of their ownership of all of the interests of GA QTS Interholdco, LLC. Consequently, GA QTS Interholdco, LLC, the GA Funds, GA LLC and Managing Directors of GA LLC may, from time to time, consult among themselves and coordinate the voting and disposition of the shares held by GA QTS Interholdco, LLC. The mailing address of the foregoing entities (other than GmbH and KG) is c/o General Atlantic Service Company, LLC, 55 East 52nd Street, 32nd floor, New York, New York 10055. The mailing address of KG and GmbH Management is c/o General Atlantic GmbH, Maximilianstrasse 35b, 80539 Munich, Germany.

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UNDERWRITING

Subject to the terms and conditions set forth in the underwriting agreement, dated June 2, 2015, among us, the selling stockholder and Deutsche Bank Securities Inc., Jefferies LLC and KeyBanc Capital Markets Inc., as the representatives of the underwriters named below and the joint book-running managers of this offering, we and the selling stockholder have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us and the selling stockholder, the respective number of shares of common stock shown opposite its name below:

Underwriter		Number of Shares
Deutsche Bank Securities Inc.			1,505,000
Jefferies LLC			1,050,000
KeyBanc Capital Markets Inc.			1,050,000
Evercore Group L.L.C.			420,000
Goldman, Sachs & Co.			420,000
J.P. Morgan Securities LLC			420,000
Merrill Lynch, Pierce, Fenner & Smith                       Incorporated			420,000
Morgan Stanley & Co. LLC			420,000
Stifel, Nicolaus & Company, Incorporated			420,000
Robert W. Baird & Co. Incorporated			175,000
Credit Suisse Securities (USA) LLC			175,000
PNC Capital Markets LLC			175,000
SunTrust Robinson Humphrey, Inc.			175,000
TD Securities (USA) LLC			175,000
Total			7,000,000

The underwriting agreement provides that the obligations of the several underwriters are subject to certain conditions precedent such as the receipt by the underwriters of officers’ certificates and legal opinions and approval of certain legal matters by their counsel. The underwriting agreement provides that the underwriters will purchase all of the shares of common stock if any of them are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the nondefaulting underwriters may be increased or the underwriting agreement may be terminated.

We and the selling stockholder have agreed to indemnify the underwriters and certain of their controlling persons against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments that the underwriters may be required to make in respect of those liabilities.

The underwriters are offering the shares of common stock, including the common stock owned by the selling stockholder, subject to their acceptance of the shares of common stock from us and the selling stockholder and subject to prior sale. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Commissions, Discounts and Expenses

The underwriters have advised us that they propose to offer the shares of common stock to the public at the initial public offering price set forth on the cover page of this prospectus supplement and to certain dealers, which may include the underwriters, at that price less a concession not in excess of $0.9435 per share of common stock. After the offering, the initial public offering price and concession to dealers may be reduced by the representatives. No such reduction will change the amount of proceeds to be received by us as set forth on the cover page of this prospectus.

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The following table shows the public offering price, the underwriting discounts and commissions that we and the selling stockholder are to pay the underwriters and the proceeds, before expenses, to us and the selling stockholder in connection with this offering. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.

		Per Share								Total
		Without Option to Purchase Additional Shares				With Option to Purchase Additional Shares				Without Option to Purchase Additional Shares				With Option to Purchase Additional Shares
Public offering price		$	37.00			$	37.00			$	259,000,000			$	297,850,000
Underwriting discounts and commissions paid by us		$	1.5725			$	1.5725			$	9,041,875			$	9,041,875
Proceeds to us, before expenses		$	35.4275			$	35.4275			$	203,708,125			$	203,708,125
Underwriting discounts and commissions paid by the selling stockholder		$	1.5725			$	1.5725			$	1,965,625			$	3,616,750
Proceeds to the selling stockholder, before expenses		$	35.4275			$	35.4275			$	44,284,375			$	81,483,250

We estimate expenses payable by us in connection with this offering, other than the underwriting discounts and commissions referred to above, will be approximately $400,000 (including up to $7,000 of reimbursement for underwriters’ counsel in connection with FINRA matters). The underwriters have agreed to reimburse the selling stockholder for certain amounts in connection with this offering.

Listing

Our common stock is listed on the NYSE under the trading symbol “QTS.”

Stamp Taxes

If you purchase shares of common stock offered in this prospectus, you may be required to pay stamp taxes and other charges under the laws and practices of the country of purchase, in addition to the offering price listed on the cover page of this prospectus supplement.

Option to Purchase Additional Shares

The selling stockholder has granted to the underwriters an option, exercisable for 30 days from the date of this prospectus supplement, to purchase, from time to time, in whole or in part, up to an aggregate of 1,050,000 shares from the selling stockholder at the public offering price set forth on the cover page of this prospectus supplement, less underwriting discounts and commissions. If the underwriters exercise this option, each underwriter will be obligated, subject to specified conditions, to purchase a number of additional shares proportionate to that underwriter’s initial purchase commitment as indicated in the table above. This option may be exercised only if the underwriters sell more shares than the total number set forth on the cover page of this prospectus supplement.

No Sales of Similar Securities

We, and our officers, directors and the selling stockholder have agreed, subject to specified exceptions, not to directly or indirectly:

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This restriction terminates after the close of trading of the common stock on and including the 60th day after the date of this prospectus.

The representatives may, in their sole discretion and at any time or from time to time before the termination of the 60-day period, release all or any portion of the securities subject to lock-up agreements. There are no existing agreements between the underwriters and any of our shareholders who will execute a lock-up agreement, providing consent to the sale of shares prior to the expiration of the lock-up period.

Stabilization

The underwriters have advised us that they, pursuant to Regulation M under the Securities Exchange Act of 1934, as amended, may engage in short sale transactions, stabilizing transactions, syndicate covering transactions or the imposition of penalty bids in connection with this offering. These activities may have the effect of stabilizing or maintaining the market price of the common stock at a level above that which might otherwise prevail in the open market. Establishing short sales positions may involve either “covered” short sales or “naked” short sales.

“Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional shares of our common stock in this offering. The underwriters may close out any covered short position by either exercising their option to purchase additional shares of our common stock or purchasing shares of our common stock in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the option to purchase additional shares.

“Naked” short sales are sales in excess of the option to purchase additional shares of our common stock. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares of our common stock in the open market after pricing that could adversely affect investors who purchase in this offering.

A stabilizing bid is a bid for the purchase of shares of common stock on behalf of the underwriters for the purpose of fixing or maintaining the price of the common stock. A syndicate covering transaction is the bid for or the purchase of shares of common stock on behalf of the underwriters to reduce a short position incurred by the underwriters in connection with the offering. Similar to other purchase transactions, the underwriter’s purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. A penalty bid is an arrangement permitting the underwriters to reclaim the selling concession otherwise accruing to a syndicate member in connection with the offering if the common stock originally sold by such syndicate member are purchased in a syndicate covering transaction and therefore have not been effectively placed by such syndicate member.

Neither we, nor the selling stockholder, nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. The underwriters are not obligated to engage in these activities and, if commenced, any of the activities may be discontinued at any time.

Electronic Distribution

A prospectus in electronic format may be made available by e-mail or on the web sites or through online services maintained by one or more of the underwriters or their affiliates. In those cases, prospective investors may view offering terms online and may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of shares of common stock for sale to online brokerage account holders. Any such allocation for online distributions will be made by the underwriters on the same basis as other allocations. Other than the prospectus in electronic format, the information on the underwriters’ web sites and any information contained in any other web site maintained by any of the underwriters is not part of this prospectus, has not been approved and/or endorsed by us or the underwriters and should not be relied upon by investors.

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Other Activities and Relationships

The underwriters and certain of their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The underwriters and certain of their respective affiliates have, from time to time, performed, and may in the future perform, various commercial and investment banking and financial advisory services for us and our affiliates, for which they received or will receive customary fees and expenses. Affiliates of certain of the underwriters are lenders under our unsecured credit facility. In the event that we use the net proceeds received by us from this offering to repay amounts outstanding under our unsecured credit facility, these lenders would receive their proportionate shares of any amount of our unsecured credit facility that is repaid with the net proceeds received by us from this offering. The repayments of amounts outstanding under our unsecured revolving credit facility will not affect the commitments of those affiliates of the underwriters to fund future amounts thereunder in accordance with the terms of the facility. See “Use of Proceeds.” Stifel, Nicolaus & Company, Incorporated may pay an unaffiliated entity or its affiliate, who is also a lender under our unsecured credit facility, a fee in connection with sales of shares of common stock in this offering. Affiliates of certain of the underwriters are also lenders under our Richmond secured credit facility. In addition, Deutsche Bank Securities Inc. acted as our lead financial advisor in connection with the pending Carpathia acquisition.

In the ordinary course of their various business activities, the underwriters and certain of their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments issued by us and our affiliates. The underwriters and certain of their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Sales Outside of the United States

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus supplement, the accompanying prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus supplement and the accompanying prospectus come are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus supplement and the accompanying prospectus. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus supplement and the accompanying prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Sales of shares of common stock made outside of the United States may be made by affiliates of the underwriters.

Notice to Prospective Investors in Australia

This prospectus supplement and the accompanying prospectus:

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The shares of common stock may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe for or buy the shares of common stock may be issued, and no draft or definitive offering memorandum, advertisement or other offering material relating to any shares of common stock may be distributed in Australia, except where disclosure to investors is not required under Chapter 6D of the Corporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the shares of common stock, you represent and warrant to us that you are an Exempt Investor.

As any offer of shares of common stock under this prospectus supplement and the accompanying prospectus will be made without disclosure in Australia under Chapter 6D.2 of the Corporations Act, the offer of those securities for resale in Australia within 12 months may, under section 707 of the Corporations Act, require disclosure to investors under Chapter 6D.2 if none of the exemptions in section708 applies to that resale. By applying for the shares of common stock you undertake to us that you will not, for a period of 12 months from the date of issue of the shares of common stock, offer, transfer, assign or otherwise alienate those securities to investors in Australia except in circumstances where disclosure to investors is not required under Chapter 6D.2 of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.

Notice to Prospective Investors in the Dubai International Financial Centre

This prospectus and the accompanying prospectus relate to an Exempt Offer in accordance with the Markets Rules 2012 of the Dubai Financial Services Authority (“DFSA”). This prospectus supplement and the accompanying prospectus are intended for distribution only to persons of a type specified in the Markets Rules 2012 of the DFSA. They must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus supplement and the accompanying prospectus nor taken steps to verify the information set forth herein and therein and has no responsibility for this prospectus supplement and the accompanying prospectus. The shares of common stock to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares of common stock offered should conduct their own due diligence on the shares of common stock. If you do not understand the contents of this prospectus supplement and the accompanying prospectus you should consult an authorized financial advisor.

Notice to Prospective Investors in the European Economic Area

In relation to each Member State of the European Economic Area (each, a “Relevant Member State”), no offer of shares of common stock may be made to the public in that Relevant Member State other than:

provided that no such offer of shares of common stock shall require the Company or the representatives to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

Each person in a Relevant Member State who initially acquires any shares of common stock or to whom any offer is made will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive. In the case of any shares of common stock being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares of common stock acquired by it in the offer have not

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been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares of common stock to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

The Company, the representatives and their affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of shares of common stock in any Relevant Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of shares of common stock. Accordingly any person making or intending to make an offer in that Relevant Member State of shares of common stock which are the subject of the offering contemplated in this prospectus supplement and the accompanying prospectus may only do so in circumstances in which no obligation arises for the Company or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the Company nor the underwriters have authorized, nor do they authorize, the making of any offer of shares of common stock in circumstances in which an obligation arises for the Company or the underwriters to publish a prospectus for such offer.

For the purpose of the above provisions, the expression “an offer to the public” in relation to any shares of common stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares of common stock to be offered so as to enable an investor to decide to purchase or subscribe the shares of common stock, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member States) and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

Notice to Prospective Investors in Hong Kong

The shares of common stock have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the shares of common stock has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares of common stock which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Notice to Prospective Investors in the United Kingdom

In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”).

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Any person in the United Kingdom that is not a relevant person should not act or rely on the information included in this document or use it as basis for taking any action. In the United Kingdom, any investment or investment activity that this document relates to may be made or taken exclusively by relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

Notice to Prospective Investors in Germany

This prospectus supplement and the accompanying prospectus have not been prepared in accordance with the requirements for a securities or sales prospectus under the German Securities Prospectus Act (Wertpapierprospektgesetz), the German Sales Prospectus Act (Verkaufsprospektgesetz), or the German Investment Act (Investmentgesetz). Neither the German Federal Financial Services Supervisory Authority (Bundesanstalt für finanzdienstleistungsaufsicht-BaFin) nor any other German authority has been notified of the intention to distribute our common stock in Germany. Consequently, the shares of common stock may not be distributed in Germany by way of public offering, public advertisement or in any similar manner and this prospectus supplement, the accompanying prospectus and any other document relating to this offering, as well as information or statements contained therein, may not be supplied to the public in Germany or used in connection with any offer for subscription of the shares of common stock to the public in Germany or any other means of public marketing. The shares of common stock are being offered and sold in Germany only to qualified investors which are referred to in Section 3, paragraph 2 no. 1, in connection with Section 2, no. 6, of the German Securities Prospectus Act, Section 8f paragraph 2 no. 4 of the German Sales Prospectus Act, and in Section 2 paragraph 11 sentence 2 no. 1 of the German Investment Act. This prospectus supplement and the accompanying prospectus are strictly for use of the person who has received it. It may not be forwarded to other persons or published in Germany.

Notice to Prospective Investors in the Netherlands

The shares of common stock may only be offered to legal entities which are qualified investors as defined in the Prospectus Directive.

Notice to Prospective Investors in Luxembourg

This prospectus supplement and the accompanying prospectus have not been approved by and will not be submitted for approval to the Luxembourg financial sector supervisory authority, Commission de Surveillance du Secteur Financier (the “CSSF”), for purposes of public offering or sale in the Grand Duchy of Luxembourg (“Luxembourg”). Accordingly, the shares of common stock may not be offered or sold to the public in Luxembourg, directly or indirectly, and neither this prospectus supplement, the accompanying prospectus, nor any other offering circular, prospectus, form of application, advertisement or other material related to the shares of common stock may be distributed, or otherwise be made available in or from, or published in, Luxembourg, except if a prospectus has been duly approved by the CSSF in accordance with the Law of July 10, 2005 on prospectuses for securities, as amended from time to time (the “Prospectus Law”), or the offer benefits from an exemption to or constitutes a transaction otherwise not subject to the requirement to publish a prospectus for the purpose of the Prospectus Law.

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LEGAL MATTERS

The validity of the shares of Class A common stock offered by this prospectus supplement and the accompanying prospectus and certain federal income tax matters will be passed upon for us by Hogan Lovells US LLP. Sidley Austin LLP has acted as counsel to the underwriters.

EXPERTS

The consolidated financial statements of QTS Realty Trust, Inc. and subsidiaries as of December 31, 2014 and 2013 and for the year ended December 31, 2014 and for the period from May 17, 2013 to December 31, 2013 and of QualityTech, LP as of December 31, 2014 and 2013 and for the period from January 1, 2013 to October 14, 2013 and for the three years ended December 31, 2014 appearing in QTS Realty Trust, Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2014 including schedules appearing therein have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Carpathia Holdings, LLC and subsidiaries as of December 31, 2014 and for the year then ended have been audited by McGladrey LLP, independent auditor, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

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INCORPORATION BY REFERENCE

SEC rules allow us to incorporate information into this prospectus supplement and accompanying prospectus by reference, which means that we disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus supplement and accompanying prospectus, except to the extent superseded by information contained herein or by information contained in documents filed with or furnished to the SEC after the date of this prospectus supplement. This prospectus supplement incorporates by reference the documents set forth below that have been previously filed with the SEC:

We also incorporate by reference into this prospectus supplement and accompanying prospectus additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1933, as amended, from the date of this prospectus supplement until the termination of this offering. We are not, however, incorporating any information furnished under either Item 2.02 or Item 7.01 of any Current Report on Form 8-K. These documents may include, among others, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.

You may read and copy the registration statement and any other documents filed by us at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. Our SEC filings are also available to the public at the SEC’s Internet site at http://www.sec.gov. Our reference to the SEC’s Internet site is intended to be an inactive textual reference only. We will provide without charge to each person, including any beneficial owner, to whom this prospectus supplement and the accompanying prospectus is delivered, on written or oral request of that person, a copy of any or all of the documents we are incorporating by reference into this prospectus supplement and the accompanying prospectus, other than exhibits to those documents unless those exhibits are specifically incorporated by reference into those documents. A written or telephone request should be made to:

QTS Realty Trust, Inc.
12851 Foster Street
Overland Park, KS 66213
(913) 814-9988
Attn: Investor Relations

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INDEX TO FINANCIAL STATEMENTS

QTS Realty Trust, Inc.
QualityTech, LP
Unaudited Pro Forma Condensed Consolidated Financial Information

Index to Financial Statements

Unaudited Pro Forma Condensed Consolidated Balance Sheet at March 31, 2015			F-3
Unaudited Pro Forma Condensed Consolidated Statement of Operations For the Three Months Ended March 31, 2015			F-4
Unaudited Pro Forma Condensed Consolidated Statement of Operations For the Twelve Months Ended December 31, 2014			F-5
Notes to Unaudited Pro Forma Condensed Consolidated Financial Information			F-6

Throughout this report, the terms “the Company” or “QTS” refer to either QTS Realty Trust, Inc. or to QTS Realty Trust, Inc. and its operating subsidiaries collectively, as the context requires.

Set forth below are QTS’ unaudited pro forma condensed consolidated financial statements as of March 31, 2015 and for the year ended December 31, 2014 and for the three months ended March 31, 2015 which reflect the pending acquisition of Carpathia Acquisition, Inc. (the “Carpathia Acquisition”) and related issuance of equity with estimated net proceeds of approximately $203.3 million as well as certain historical transactions further described in the notes to the pro forma condensed consolidated financial statements. The pro forma condensed consolidated balance sheet and pro forma condensed consolidated statement of operations for the three months ended March 31, 2015 were derived from the Company’s and Carpathia Acquisition, Inc.’s (“Carpathia”) unaudited financial statements and the pro forma condensed consolidated statement of operations for the twelve months ended December 31, 2014 were derived from the Company’s audited financial statements as of and for the year ended December 31, 2014 and the audited financial statements of Carpathia Acquisition, Inc. and Subsidiaries as of and for the year ended December 31, 2014 and give effect to the Carpathia Acquisition, related issuance of equity and certain historical transactions as if they had occurred on January 1, 2014, including the acquisition of the Princeton, NJ facility, the issuance of $300 million of senior unsecured notes, the issuance of $165 million of Class A common stock, the acquisition of the Chicago, IL facility and the modification of the unsecured credit facility and the credit facility secured by the Richmond Property resulting in decreased interest rates on both.

The unaudited pro forma condensed consolidated financial statements were prepared using the acquisition method of accounting, with QTS considered the acquirer of Carpathia. The purchase price is allocated to the underlying Carpathia tangible assets acquired and liabilities assumed, acquired intangibles are all based on preliminary estimates of their respective fair values.

The pro forma adjustments and the purchase price allocation as presented are based on estimates and certain limited information that is currently available. Therefore, the provisional measurements of fair value reflected have not yet been finalized, are subject to change, and could vary materially from the actual amounts. A final determination of the fair value of Carpathia’s assets and liabilities, including intangibles, will be made within the measurement period, not to exceed one year from the acquisition date. The pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analyses are performed. The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma condensed consolidated financial statements presented below. QTS estimated the fair value of Carpathia’s assets and liabilities based on discussions with Carpathia’s management and preliminary valuation studies. Any increases or decreases in the fair value of relevant balance sheet amounts upon completion of the final valuations will result in adjustments to the pro forma condensed consolidated balance sheet and/or pro forma condensed consolidated statement of operations. The final purchase price allocation may be different than that reflected in the pro forma purchase price allocation presented herein, and this difference may be material.

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Assumptions and estimates underlying the unaudited adjustments to the unaudited pro forma financial statements are described in the accompanying notes. The historical consolidated financial statements have been adjusted in the unaudited pro forma financial statements to give pro forma effect to events that are: (1) directly attributable to the acquisition and related equity issuance, (2) factually supportable, and (3) expected to have a continuing impact on the results of operations of the consolidated results of QTS. This information is presented for illustrative purposes only and is not indicative of the consolidated operating results or financial position that would have occurred if such transactions had occurred on the dates and in accordance with the assumptions described herein, nor is it indicative of future operating results or financial position.

The unaudited pro forma financial statements, although helpful in illustrating the financial characteristics of QTS under one set of assumptions, do not reflect opportunities to earn additional revenue, or other factors that may result as a consequence of the acquisition or related equity issuance and do not attempt to predict or suggest future results. The unaudited pro forma condensed consolidated financial statements exclude the effects of costs associated with any restructuring or integration activities which may occur, as they are currently not known, and to the extent they occur, are expected to be non-recurring and were not incurred at the closing date of the acquisition. However, such costs could affect QTS following the acquisition in the period the costs are incurred or recorded. Further, the unaudited pro forma condensed consolidated financial statements do not reflect the effect of any regulatory actions that may impact the results of QTS following the acquisition and related equity issuance.

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QTS Realty Trust, Inc.
QualityTech, LP
Unaudited Pro Forma Condensed Consolidated Balance Sheet

March 31, 2015
(in thousands)

		QTS Historical (A)				Carpathia Historical (B)				Carpathia Purchase Price Allocation Adjustments (C)				Total Before Equity Transaction				Equity Transaction (D)				QTS Pro Forma
ASSETS
Real Estate Assets
Land		$	48,577			$	750			$	—			$	49,327			$	—			$	49,327
Buildings and improvements			954,915				149,260				(73,561	)			1,030,614				—				1,030,614
Less: Accumulated depreciation			(192,107	)			(82,971	)			82,971				(192,107	)			—				(192,107	)
			811,385				67,039				9,410				887,834				—				887,834
Construction in progress			266,234				9,551				—				275,785				—				275,785
Real Estate Assets, net			1,077,619				76,590				9,410				1,163,619				—				1,163,619
Cash and cash equivalents			5,748				5,639				(5,639	)			5,748				—				5,748
Rents and other receivables, net			16,730				10,845				—				27,575				—				27,575
Acquired intangibles, net			17,262				1,372				91,128				109,762				—				109,762
Deferred costs, net			37,902				1,073				(1,073	)			37,902				—				37,902
Prepaid expenses			6,477				1,900				—				8,377				—				8,377
Goodwill			—				52,318				110,082				162,400				—				162,400
Other assets, net			24,252				1,086				1				25,339				—				25,339
TOTAL ASSETS		$	1,185,990			$	150,823			$	203,909			$	1,540,722			$	—			$	1,540,722
LIABILITIES
Mortgage notes payable		$	86,016			$	—			$	—			$	86,016			$	—			$	86,016
Unsecured credit facility			140,000				—				291,422				431,422				(203,300	)			228,122
Senior notes, net of discount			297,791				—				—				297,791				—				297,791
Credit agreement			—				73,340				(73,340	)			—				—				—
Capital lease obligations			13,509				39,014				4,986				57,509				—				57,509
Accounts payable and accrued liabilities			82,230				10,509				—				92,739				—				92,739
Dividends and distributions payable			13,381				—				—				13,381				—				13,381
Advance rents, security deposits and other liabilities			3,439				3,384				(3,384	)			3,439				—				3,439
Deferred income taxes			—				5,301				—				5,301				—				5,301
Deferred income			11,401				9,180				(680	)			19,901				—				19,901
TOTAL LIABILITIES			647,767				140,728				219,004				1,007,499				(203,300	)			804,199
EQUITY
Common stock			348				—				—				348				58				406
Additional paid-in capital			474,185				—				—				474,185				184,214				658,399
Accumulated dividends in excess of earnings			(29,563	)			—				—				(29,563	)			—				(29,563	)
Carpathia equity			—				10,095				(15,095	)			(5,000	)			—				(5,000	)
Total stockholders’ equity			444,970				10,095				(15,095	)			439,970				184,271				624,241
Noncontrolling interests			93,253				—				—				93,253				19,029				112,282
TOTAL EQUITY			538,223				10,095				(15,095	)			533,223				203,300				736,523
TOTAL LIABILITIES AND EQUITY		$	1,185,990			$	150,823			$	203,909			$	1,540,722			$	—			$	1,540,722

 
 
See accompanying notes to pro forma financial statements.

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QTS Realty Trust, Inc.
QualityTech, LP
Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Three Months Ended March 31, 2015
(in thousands except share and per share data)

		QTS Historical (AA)				QTS Transactions								Subtotal				Carpathia Historical (DD)				Carpathia Purchase Price Allocation Adjustments								Carpathia Adjustments								Total Before Equity Transaction				Equity Transaction								QTS Pro Forma
Revenues:
Rental		$	49,333			$	—							$	49,333			$	8,911			$	—							$	—							$	58,244			$	—							$	58,244
Recoveries from customers			5,664				—								5,664				—				—								—								5,664				—								5,664
Cloud and managed services			5,795				—								5,795				13,017				—								—								18,812				—								18,812
Other			594				—								594				11				—								—								605				—								605
Total revenues			61,386				—								61,386				21,939				—								—								83,325				—								83,325
Operating Expenses:
Property operating costs			19,336				—								19,336				9,618				—								(2,497	)			(II)				26,457				—								26,457
Real estate taxes and insurance			1,485				—								1,485				—				—								—								1,485				—								1,485
Depreciation and amortization			16,243				—								16,243				4,764				1,971				(EE)				352				(II)				23,330				—								23,330
General and administrative			13,838				—								13,838				4,670				—								2,197				(II)				20,705				—								20,705
Transaction costs			105				(105	)			(BB)				—				31				(31	)			(FF)				—								—				—								—
Total operating expenses			51,007				(105	)							50,902				19,083				1,940								52								71,977				—								71,977
Operating income			10,379				105								10,484				2,856				(1,940	)							(52	)							11,348				—								11,348
Other income and expenses:
Interest income			—				—								—				—				—								—								—				—								—
Interest expense			(5,342	)			1,684				(CC)				(3,658	)			(2,016	)			77				(GG)				—								(5,597	)			1,015				(LL)				(4,582	)
Other (expense) income, net			—				—								—				—				—								—								—				—								—
Income (loss) before taxes			5,037				1,789								6,826				840				(1,863	)							(52	)							5,751				1,015								6,766
Provision for income taxes			—				—								—				205				—								—								205				—								205
Net income (loss)			5,037				1,789								6,826				635				(1,863	)							(52	)							5,546				1,015								6,561
Net income attributable to noncontrolling interests			(955	)			(234	)			(MM)				(1,189	)			—				—								—								(1,189	)			184				(NN)				(1,005	)
Net income attributable to QTS Realty Trust, Inc		$	4,082			$	1,555							$	5,637			$	635			$	(1,863	)						$	(52	)						$	4,357			$	1,199							$	5,556
Net income per share attributable to common shares:
Basic		$	0.13																																															$	0.14
Diluted			0.13																																																0.14
Weighted average common shares outstanding:
Basic			31,294,488				3,388,888				(HH)				34,683,376																												5,750,000				(LL)				40,433,376
Diluted			39,209,226				3,388,888				(HH)				42,598,114																												5,750,000				(LL)				48,348,114

 
 
See accompanying notes to pro forma financial statements.

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QTS Realty Trust, Inc.
QualityTech, LP
Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Twelve Months Ended December 31, 2014
(in thousands except share and per share data)

		QTS Historical (AA)				QTS Transactions								Subtotal				Carpathia Historical (DD)				Carpathia Purchase Price Allocation Adjustments								Carpathia Adjustments								Total Before Equity Transaction				Equity Transaction								QTS Pro Forma
Revenues:
Rental		$	175,649			$	4,169							$	179,818			$	32,291			$	—							$	—							$	212,109			$	—							$	212,109
Recoveries from customers			19,194				3,137								22,331				—				—								—								22,331				—								22,331
Cloud and managed services			20,231				313								20,544				49,852				—								—								70,396				—								70,396
Other			2,715				291								3,006				(26	)			—								—								2,980				—								2,980
Total revenues			217,789				7,910				(JJ)				225,699				82,117				—								—								307,816				—								307,816
Operating Expenses:
Property operating costs			71,518				2,584				(JJ)				74,102				35,831				—								(9,053	)			(II)				100,880				—								100,880
Real estate taxes and insurance			5,116				498				(JJ)				5,614				—				—								—								5,614				—								5,614
Depreciation and amortization			58,282				1,438				(JJ)				59,720				19,938				7,001				(EE)				1,231				(II)				87,890				—								87,890
General and administrative			45,283				—								45,283				17,646				—								7,775				(II)				70,704				—								70,704
Restructuring			1,298				—								1,298				—				—								—								1,298				—								1,298
Transaction costs			1,018				(1,018	)			(BB)				—				28				(28	)			(FF)				—								—				—								—
Total operating expenses			182,515				3,502								186,017				73,443				6,973								(47	)							266,386				—								266,386
Operating income			35,274				4,408								39,682				8,674				(6,973	)							47								41,430				—								41,430
Other income and expenses:
Interest income			8				—								8				—				—								—								8				—								8
Interest expense			(15,308	)			(1,897	)			(CC)				(17,205	)			(8,621	)			2,506				(GG)				—								(23,320	)			3,249				(LL)				(20,071	)
Other (expense) income, net			(871	)			871				(KK)				—				(23	)			—								—								(23	)			—								(23	)
Income (loss) before taxes			19,103				3,382								22,485				30				(4,467	)							47								18,095				3,249								21,344
Provision for income taxes			—				—								—				798				—								—								798				—								798
Net income (loss)			19,103				3,382								22,485				(768	)			(4,467	)							47								17,297				3,249								20,546
Net income attributable to noncontrolling interests			(4,031	)			(146	)			(MM)				(4,177	)			—				—								—								(4,177	)			822				(NN)				(3,355	)
Net income attributable to QTS Realty Trust, Inc		$	15,072			$	3,236							$	18,308			$	(768	)		$	(4,467	)						$	47							$	13,120			$	4,071							$	17,191
Net income per share attributable to common shares:
Basic		$	0.52																																															$	0.43
Diluted			0.51																																																0.43
Weighted average common shares outstanding:
Basic			29,054,576				5,000,000				(HH)				34,054,576																												5,750,000				(LL)				39,804,576
Diluted			37,133,584				5,000,000				(HH)				42,133,584																												5,750,000				(LL)				47,883,584

 
 
See accompanying notes to pro forma financial statements.

TABLE OF CONTENTS

QTS Realty Trust, Inc.
QualityTech, LP
Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

1.   Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2015

QTS’ preliminary allocation of the total consideration for the Carpathia Acquisition is as follows (in thousands):

		Preliminary Fair Value
ASSETS
Buildings and improvements		$	86,000
Acquired intangibles, net			92,500
Goodwill			162,400
Total Assets		$	340,900
LIABILITIES
Capital lease obligations		$	44,000
Deferred income taxes			5,301
Net working capital			5,177
EQUITY
Carpathia equity*			286,422
Total Liabilities and Equity		$	340,900

The Carpathia Acquisition will be accounted for as an acquisition under the acquisition method of accounting in accordance with FASB Accounting Standard Codification Subtopic 805, Business Combinations. The assets and liabilities of Carpathia will be reflected at fair value. A final determination of the purchase accounting adjustments, including the allocation of the purchase price of the assets acquired and liabilities assumed based on their fair values, has not been made. Accordingly, the purchase accounting adjustments made in connection with the development of these unaudited pro forma condensed consolidated financial statements are preliminary and have been made solely for purposes of developing such unaudited pro forma condensed consolidated financial statements.

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QTS Realty Trust, Inc.
QualityTech, LP
Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

1.   Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2015 – (continued)

Estimated proceeds from this offering		$	212,750
Less estimated costs of this offering			(9,450	)
Estimated net cash proceeds		$	203,300
Use of proceeds:
Repayment of unsecured credit facility		$	203,300

The Company expects to use a portion of the proceeds to pay down indebtedness under the revolving portion of its unsecured credit facility as of March 31, 2015.

In addition, this also reflects the change in the share of equity which is owned by the noncontrolling interest of QTS Realty Trust, Inc. resulting from this issuance of 5,750,000 shares of Class A common stock.

2.   Pro Forma Condensed Consolidated Statements of Operations

Borrowings at January 1, 2014 included an unsecured credit facility with outstanding term loan indebtedness of $100 million, 5.875% senior notes of $300 million and associated discount on the senior notes of approximately $2.4 million, the Atlanta Metro equipment loan of approximately $16 million and the Richmond Credit Facility of $70 million. Interest expense on the revolving credit facility under the unsecured credit facility has been calculated by applying an interest rate reduction of 0.4% reflecting the change in the interest rate spread to LIBOR due to the modifications to the credit agreement. Amortization of deferred financing costs has been calculated using a five year term on the term loan facility, a four year term on the revolving

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QTS Realty Trust, Inc.
QualityTech, LP
Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

2.   Pro Forma Condensed Consolidated Statements of Operations  – (continued)

credit facility and an eight year term on the senior notes. Capitalized interest has been adjusted to the weighted average interest rate considering the modifications to the credit agreement for all periods presented. The adjustments to interest expense set forth in the pro forma statements are based upon estimates and assumptions that QTS believes to be reasonable at this time and are subject to change in the future. Any cash retained after consideration of all the transactions was utilized to fund development in subsequent periods. The effect of an increase or decrease in interest rates of 1/8% on pro forma interest expense is $0.7 million and $0.2 million for the year ended December 31, 2014 and three months ended March 31, 2015, respectively.

		December 31, 2014				March 31, 2015
Long term debt interest expense adjustment		$	779			$	(302	)
Capital lease interest expense adjustment			1,727				379
Total pro forma adjustment to interest expense		$	2,506			$	77

The adjustments to interest expense related to long-term debt assume that the approximately $291 million in credit facility borrowings to fund the acquisition was reduced by the available cash on hand from the equity and senior notes issuances, net of acquisitions, discussed in note (CC) above. The adjustments also assume that QTS’ incremental borrowing rate on the unsecured revolving credit facility at the time of the acquisition of 1.85% was applied to the outstanding debt during the periods. The historical Carpathia outstanding debt at March 31, 2015 and December 31, 2014 of approximately $73 million and $70 million, respectively, bore interest at 5.50%.

Interest expense is also adjusted for changes in the interest expense associated with Carpathia’s capital lease obligations. Pro forma adjustments assume Carpathia capital lease obligations with maturities of approximately four years or less were revalued using QTS’ weighted average interest rate on its unsecured revolving credit facility at the time of the acquisition, which was approximately 1.85%. Carpathia capital lease obligations with longer maturities were revalued using the current market interest rate applicable to the credit standing of QTS at the time of the acquisition, which was approximately 5.0%.

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QTS Realty Trust, Inc.
QualityTech, LP
Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

2.   Pro Forma Condensed Consolidated Statements of Operations  – (continued)

		December 31, 2014				March 31, 2015
Property Operating Costs:
Eliminate historical payroll expense		$	(12,338	)		$	(3,375	)
Management fee allocation			3,285				878
Pro forma adjustment to property operating costs		$	(9,053	)		$	(2,497	)
Depreciation and Amortization Expense:
Contract-based commissions expense adjusted to conform to QTS		$	1,231			$	352
Pro forma adjustment to depreciation and amortization expense		$	1,231			$	352
General and Administrative Expense:
Property operating costs adjustment		$	9,053			$	2,497
Eliminate historical contract-based commissions expense			(1,278	)			(300	)
Pro forma adjustment to property operating costs		$	7,775			$	2,197

QTS records all payroll expense related to cloud and managed service personnel to general and administrative expense, and offsets this expense through a management fee allocation to property operating costs based on 4% of revenues for each facility in order to allocate internal charges to cover back-office and service-related costs associated with the day-to-day operations of its data center facilities. Carpathia historically has recorded its payroll expense related to cloud and managed service personnel within operating costs.

In addition, QTS amortizes its contract-based prepaid commissions as incurred and records the expense to amortization expense over the life of the contract. Carpathia historically has amortized its contract-based commissions on a monthly basis for 12 months, and records the expense in general and administrative expense.

The above adjustments conform Carpathia’s historical results for these three line items to QTS’ accounting methodology.

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QTS Realty Trust, Inc.
QualityTech, LP
Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

2.   Pro Forma Condensed Consolidated Statements of Operations  – (continued)

TABLE OF CONTENTS

PROSPECTUS

$1,000,000,000

Class A Common Stock, Preferred Stock, Depositary Shares, Warrants, Rights

We may offer, from time to time, in one or more series or classes, separately or together, and in amounts, at prices and on terms to be set forth in one or more supplements to this prospectus, the following securities:

We refer to our Class A common stock, preferred stock, depositary shares, warrants, and rights collectively as the “securities.” This prospectus describes some of the general terms that may apply to these securities and the general manner in which they may be offered. The prices and terms of any securities to be offered, the net proceeds that we expect to receive from the sale of such securities and the specific manner in which such securities may be offered will be set forth in one or more supplements to this prospectus.

We will deliver this prospectus together with a prospectus supplement setting forth the specific terms of the securities we are offering. The applicable prospectus supplement also will contain information, where applicable, about U.S. federal income tax considerations relating to, and any listing on a securities exchange of, the securities covered by the prospectus supplement.

We may offer the securities directly to investors, through agents designated from time to time by them or us, or to or through underwriters or dealers. If any agents, underwriters, or dealers are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” beginning on page 57. No securities may be sold without delivery of a prospectus supplement describing the method and terms of the offering of those securities.

Our Class A common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “QTS.” On November 3, 2014, the last reported sale price of our Class A common stock on the NYSE was $35.51 per share. Our principal executive offices are located at 12851 Foster Street, Overland Park, KS 66213 and our telephone number is (913) 814-9988.

You should carefully read this entire prospectus, the documents that are incorporated by reference in this prospectus and any prospectus supplement before you invest in our securities.

Investing in our securities involves risks. You should carefully consider the risks described under “Risk Factors” on page 4 of this prospectus, as well as the other information contained or incorporated by reference in this prospectus and any prospectus supplement, before making a decision to invest in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus is dated November 25, 2014.

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		Page
ABOUT THIS PROSPECTUS			1
FORWARD-LOOKING STATEMENTS			2
OUR COMPANY			3
RISK FACTORS			4
USE OF PROCEEDS			4
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS			5
DESCRIPTION OF CAPITAL STOCK			6
DESCRIPTION OF COMMON STOCK			7
DESCRIPTION OF PREFERRED STOCK			10
DESCRIPTION OF DEPOSITARY SHARES			12
DESCRIPTION OF WARRANTS			16
DESCRIPTION OF RIGHTS			17
CERTAIN PROVISIONS OF MARYLAND LAW AND OUR CHARTER AND BYLAWS			18
RESTRICTIONS ON OWNERSHIP AND TRANSFER			24
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS			28
BOOK-ENTRY SECURITIES			55
PLAN OF DISTRIBUTION			57
LEGAL MATTERS			59
EXPERTS			59
WHERE TO FIND ADDITIONAL INFORMATION			59
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			59

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process. Under this shelf registration process, we may, from time to time, sell any combination of the securities described in this prospectus, in one or more offerings, up to a maximum of $1,000,000,000. This prospectus provides you with a general description of the securities we may offer and is not meant to provide a complete description of each security. As a result, each time we offer securities, we will provide a prospectus supplement that contains specific information about the terms of those securities, which we will attach to this prospectus. The prospectus supplement also may add, update or change information contained in this prospectus.

You should rely only on the information contained in this prospectus and any applicable prospectus supplement. To the extent there are any inconsistencies between the information in this prospectus and any prospectus supplement, you should rely on the information in the applicable prospectus supplement. You should rely only on the information provided or information to which we have referred you, including any information incorporated by reference in this prospectus or any applicable prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale of these securities is not permitted. You should assume that the information appearing in this prospectus, any free writing prospectus and any applicable prospectus supplement prepared by us or the other documents incorporated by reference herein or therein is accurate only as of their respective dates or on the date or dates that are specified in these documents. Our business, financial condition, liquidity, results of operations and prospects may have changed since those dates.

You should read carefully the entire prospectus and any applicable prospectus supplement, as well as the documents incorporated by reference in the prospectus and any applicable prospectus supplement, which we have referred you to in “Incorporation of Certain Information by Reference” below, before making an investment decision. Information incorporated by reference after the date of this prospectus may add, update or change information contained in this prospectus. Statements contained or deemed to be incorporated by reference in this prospectus or any applicable prospectus supplement as to the content of any contract or other document are not necessarily complete, and in each instance we refer you to the copy of the contract or other document filed as an exhibit to a document incorporated or deemed to be incorporated by reference in this prospectus or such prospectus supplement, each such statement being qualified in all respects by such reference. Any information in such subsequent filings and any applicable prospectus supplement that is inconsistent with this prospectus will supersede the information in this prospectus or any earlier prospectus supplement.

Unless the context requires otherwise, references in this prospectus to “we,” “our,” “us” and “our company” refer to QTS Realty Trust, Inc., a Maryland corporation, together with its consolidated subsidiaries, including QualityTech, LP, a Delaware limited partnership, which we refer to as the “Operating Partnership.”

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FORWARD-LOOKING STATEMENTS

Some of the statements contained in, or incorporated by reference into, this prospectus constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In particular, statements pertaining to our capital resources, portfolio performance and results of operations contain forward-looking statements. Likewise, and all of our statements regarding anticipated growth in our funds from operations and anticipated market conditions are forward-looking statements. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “pro forma,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You also can identify forward-looking statements by discussions of strategy, plans or intentions.

The forward-looking statements contained in, or incorporated by reference into, this prospectus reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from those expressed in any forward-looking statement. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. Any forward-looking statements speak only as of the date on which they are made. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause our future results to differ materially from any forward-looking statements, see the section of this prospectus entitled “Risk Factors” and the risk factors incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2013.

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OUR COMPANY

We are a leading owner, developer and operator of state-of-the-art, carrier-neutral, multi-tenant data centers. Our data centers are facilities that house the network and computer equipment of multiple customers and provide access to a range of communications carriers. We have a fully integrated platform through which we own and operate our data centers and provide a broad range of IT infrastructure solutions. We refer to our spectrum of core data center products as our “3Cs,” which consists of Custom Data Center, Colocation and Cloud and Managed Services. We believe that we own and operate one of the largest portfolios of multi-tenant data centers in the United States, as measured by gross square footage, and have the capacity to more than double our leased raised floor without constructing or acquiring any new buildings.

As of September 30, 2014, we operated a portfolio of 12 data centers across seven states, located in some of the top U.S. data center markets plus other high-growth markets. Our data centers are highly specialized, full-service, mission-critical facilities used by our customers to house, power and cool the networking equipment and computer systems that support their most critical business processes. We believe that our data centers are best-in-class and engineered to among the highest specifications commercially available to customers, providing fully redundant, high-density power and cooling sufficient to meet the needs of major national and international companies and organizations. This is in part reflected by our operating track record of “five-nines” (99.999%) reliability and by our diverse customer base of more than 850 customers, including financial institutions, healthcare companies, government agencies, communications service providers, software companies and global Internet companies.

We are a Maryland corporation formed on May 17, 2013. On October 15, 2013, we completed our initial public offering (“IPO”) of Class A common stock, $0.01 par value per share. Our Class A common stock trades on the New York Stock Exchange (“NYSE”) under the ticker symbol “QTS.” Concurrently with the completion of the IPO, we consummated a series of transactions pursuant to which we became the sole general partner and majority owner of Quality Tech, LP (the “Operating Partnership”). We contributed the net proceeds of the IPO to the Operating Partnership in exchange for units of limited partnership interest. As of September 30, 2014, we owned an approximate 78.8% ownership interest in the Operating Partnership. Substantially all of our assets are held by, and our operations are conducted through, the Operating Partnership.

We believe that we have operated and are organized in conformity with the requirements for qualification and taxation as a real estate investment trust (“REIT”) commencing with our taxable year ended December 31, 2013. Our qualification as a REIT, and maintenance of such qualification, depends upon our ability to meet, on a continuing basis, various complex requirements under the Internal Revenue Code of 1986, as amended (the “Code”) relating to, among other things, the sources of our gross income, the composition and values of our assets, our distributions to our stockholders and the concentration of ownership of our equity shares.

Our principal executive office is located at 12851 Foster Street, Overland Park, Kansas 66213. Our telephone number is (913) 814-9988. Our web address is www.qtsdatacenters.com. The information on or accessible through our website does not constitute a part of this prospectus or any applicable prospectus supplement.

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RISK FACTORS

Investment in any securities offered pursuant to this prospectus involves risks. You should carefully consider the risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2013 and incorporated by reference herein, together with all other information contained in or incorporated by reference into this prospectus, as updated by our subsequent filings under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and the risk factors and other information contained in any applicable prospectus supplement before acquiring any of such securities. The occurrence of any of the events described could materially and adversely affect our business, prospects, financial condition, results of operations and our ability to make cash distributions to our stockholders, which could cause you to lose all or a significant part of your investment in our securities. Some statements in this prospectus constitute forward-looking statements. Please refer to the section entitled “Forward-Looking Statements.”

USE OF PROCEEDS

Unless otherwise described in the applicable prospectus supplement to this prospectus used to offer specific securities, we intend to contribute the net proceeds from any sale of the securities pursuant to this prospectus to the Operating Partnership in exchange for operating partnership units. The Operating Partnership will use the net proceeds from the sale of securities under this prospectus for general corporate purposes, which may include the repayment of outstanding indebtedness, the acquisition of additional properties, capital expenditures, the redevelopment of properties in our portfolio, working capital and other general purposes.

Pending application of cash proceeds, we will invest the net proceeds in interest-bearing accounts and short-term, interest-bearing securities that are consistent with our intention to continue to qualify as a REIT for federal income tax purposes.

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RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

The following table sets forth our ratio of earnings to combined fixed charges and preferred stock dividends for each of the periods presented. For purposes of determining the ratio of earnings to fixed charges, “earnings” consist of net income before income taxes before adjustment for noncontrolling interests in the Operating Partnership, fixed charges and distributed income of equity investees, less capitalized interest and noncontrolling interest in pre-tax earnings of consolidated subsidiaries with no fixed charges. “Fixed charges” consist of interest costs, whether expensed or capitalized, amortization of debt issuance costs and the portion of rent expense deemed to be the equivalent of interest.

		Nine Months Ended September 30, 2014				Year Ended December 31, 2013(1)				Year Ended December 31, 2012(2)				Year Ended December 31, 2011(2)
Ratio of earnings to combined fixed charges and preferred stock dividends(3)			1.59				—				—				—
Deficiency of earnings to fixed charges (in thousands)			—			$	(285	)		$	(11,960	)		$	(3,466	)

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DESCRIPTION OF CAPITAL STOCK

Our articles of amendment and restatement (“our charter”) provides that we may issue up to 450,000,000 shares of Class A common stock, $0.01 par value per share (“Class A common stock”), up to 133,000 shares of Class B common stock, $0.01 par value per share (“Class B common stock,” and together with our Class A common stock, the “common stock”), and 49,867,000 shares of preferred stock, $0.01 par value per share. Our charter authorizes our board of directors to amend our charter to increase or decrease the 500,000,000 aggregate number of authorized shares of common stock or preferred stock or the number of shares of stock of any class or series without stockholder approval; except that our board of directors may not increase the number of shares of Class B common stock that we have authority to issue or reclassify any shares of our capital stock as Class B common stock without stockholder approval.

As of November 3, 2014, 28,989,678 shares of Class A common stock, 133,000 shares of Class B common stock and no shares of preferred stock were outstanding.

Under Maryland law, stockholders generally are not personally liable for our debts or obligations solely as a result of their status as stockholders.

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DESCRIPTION OF COMMON STOCK

Authorization and Issuance

All shares of Class A common stock offered by this prospectus will be duly authorized, validly issued, fully paid and nonassessable. No shares of Class B common stock are being offered by this prospectus.

Voting Rights

Subject to the provisions of our charter regarding the restrictions on transfer and ownership of shares of our common stock and except as may otherwise be specified in the terms of any class or series of common stock, each outstanding share of Class A common stock entitles the holder to one vote and each outstanding share of Class B common stock entitles the holder to 50 votes on all matters submitted to a vote of stockholders, including the election of directors, and, except as provided with respect to any other class or series of capital stock, the holders of shares of Class A common stock and Class B common stock vote together as a single class and possess exclusive voting power. Directors are elected by a plurality of the votes cast by stockholders and there is no cumulative voting in the election of our directors. A majority of the votes cast by stockholders is sufficient to approve any other matter, unless a different vote is required by our bylaws, rule, regulation or statute, or by our charter.

Under the Maryland General Corporation Law (the “MGCL”) a Maryland corporation generally cannot dissolve, amend its charter, merge, sell all or substantially all of its assets, engage in a statutory share exchange or engage in similar transactions outside the ordinary course of business unless declared advisable by a majority of its board of directors and approved by the affirmative vote of stockholders holding at least two-thirds of the shares entitled to vote on the matter unless a lesser percentage (but not less than a majority of all the votes entitled to be cast on the matter) is set forth in the corporation’s charter. Our charter provides that these actions may be taken if declared advisable by a majority of our board of directors and approved by the vote of stockholders holding at least a majority of the votes entitled to be cast on the matter (other than certain amendments to the provisions of our charter related to the removal of directors and the restrictions on ownership and transfer of our shares of stock, which require a vote of at least two-thirds of the votes entitled to be cast on the matter). However, Maryland law permits a corporation to transfer all or substantially all of its assets without the approval of the stockholders of the corporation to one or more persons if all of the equity interests of the person or persons are owned, directly or indirectly, by the corporation. In addition, because operating assets may be held by a corporation’s subsidiaries, as in our situation, these subsidiaries may be able to transfer all or substantially all of such assets without a vote of our stockholders.

Dividends, Distributions, Liquidation and Other Rights

Subject to the preferential rights of any other class or series of our stock and to the provisions of our charter regarding the restrictions on transfer of shares of stock, holders of shares of common stock are entitled to receive dividends on such shares of common stock if, as and when authorized by our board of directors and declared by us out of assets legally available therefor. Such holders also are entitled to share ratably in the assets of our company legally available for distribution to our stockholders in the event of our liquidation, dissolution or winding up after payment or establishment of reserves for all of our debts and liabilities and any shares with preferential rights thereto.

Holders of shares of common stock have no preference, conversion (other than as described below with respect to the Class B common stock), exchange, sinking fund or redemption rights, have no preemptive rights to subscribe for any securities of our company and have no appraisal rights. Subject to the preferential rights of any other class or series of our stock and to the provisions of our charter regarding the restrictions on transfer of shares of stock, shares of common stock have equal dividend, liquidation and other rights.

Power to Reclassify Our Unissued Shares of Stock

Our charter authorizes our board of directors to classify and reclassify any unissued shares of common or preferred stock into other classes or series of shares of stock and to establish the number of shares in each class or series and to set the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption for each such class or series; provided that our board may not increase the number of shares of Class B common stock that we

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have authority to issue or reclassify any shares of our capital stock as Class B common stock without stockholder approval. As a result, our board of directors could authorize the issuance of shares of preferred stock that have priority over the shares of common stock with respect to dividends, distributions and rights upon liquidation and with other terms and conditions that could have the effect of delaying, deterring or preventing a transaction or a change in control that might involve a premium price for holders of shares of our common stock or otherwise might be in their best interest. No shares of preferred stock are presently outstanding, and we do not have present plans to issue any shares of preferred stock.

Power to Increase or Decrease Authorized Shares of Common Stock and Issue Additional Shares of Common and Preferred Stock

We believe that the power of our board of directors, without prior stockholder approval (subject to certain exceptions), to amend our charter to increase or decrease the number of authorized shares of stock, to issue additional authorized but unissued shares of common stock or preferred stock and to classify or reclassify unissued shares of common stock or preferred stock and thereafter to cause us to issue such classified or reclassified shares of stock will provide us with increased flexibility in structuring possible future financings and acquisitions and in meeting other needs that might arise. The additional classes or series will be available for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded. Although our board of directors does not currently intend to do so, it could authorize us to issue a class or series that could, depending upon the terms of the particular class or series, delay, defer or prevent a transaction or a change in control of our company that might involve a premium price for holders of our shares of stock or otherwise be in the best interest of our stockholders.

Class B Common Stock

In connection with our IPO, we issued 133,000 shares of Class B common stock. Subject to the provisions of our charter regarding the restrictions on transfer and ownership of shares of our common stock and except as may otherwise be specified in the terms of any class or series of common stock, each outstanding share of Class B common stock entitles the holder to 50 votes on all matters submitted to a vote of stockholders, including the election of directors, and, except as provided with respect to any other class or series of capital stock, the holders of shares of Class B common stock vote together as a single class with the holders of Class A common stock. Each share of Class B common stock may be converted into one share of Class A common stock by the holder at any time and is subject to automatic conversion to shares of Class A common stock upon a direct or indirect transfer of beneficial ownership of a share of Class B common stock or of common units of limited partnership of the Operating Partnership (“OP units”) held by the beneficial owner of such Class B common stock. Our charter prohibits our board from increasing the number of shares of Class B common stock that we have authority to issue or reclassifying any shares of our capital stock as Class B common stock without stockholder approval.

In order to exercise the optional conversion right, the holder of Class B common stock shall deliver a written conversion notice stating the number of shares to be converted, the date on which the conversion shall occur (which date shall be a business day no be less than five business days nor more than twenty business days from the date of such conversion notice) to the transfer agent for the Class B common stock, together with the certificates, if any, representing the shares of Class B common stock to be converted, duly endorsed for transfer.

Restrictions on Ownership and Transfer

With certain exceptions, our charter generally prohibits any person (other than a person who has been granted an exception) from beneficially or constructively owning more than 7.5% of the aggregate of the outstanding shares of our common stock by value or by number of shares, whichever is more restrictive, except for certain designated investment entities that may own up to 9.8% of the aggregate of the outstanding shares our common stock, subject to certain conditions. Chad L. Williams, our Chairman and Chief Executive Officer, his family members and certain entities controlled by them are excepted holders under our charter, and none of them are permitted to beneficially or constructively own more than 19.8% of the aggregate of the outstanding shares of our common stock by value or by number of shares, whichever is more restrictive, after application of the relevant attribution rules. Our charter permits exceptions to be made for stockholders provided our

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board of directors determines such exceptions will not jeopardize our qualification as a REIT. For more information regarding these ownership restrictions and certain other restrictions intended to protect our qualification as a REIT, see “Restrictions on Ownership and Transfer.”

Certain Provisions of Maryland Law and Our Charter and Bylaws

For a description of certain provision of Maryland law and our charter and bylaws that may affect the rights and restrictions related to our Class A common stock, see “Certain Provisions of Maryland Law and Our Charter and Bylaws.”

Exchange Listing

Our Class A common stock is listed on the NYSE under the symbol “QTS.”

Transfer Agent and Registrar

The transfer agent and registrar for our shares of common stock is Computershare Trust Company, N.A.

Registration Rights

In connection with our IPO, we entered into amended and restated registration rights agreements with each of General Atlantic and Chad L. Williams, our Chairman and Chief Executive Officer. Pursuant to the terms of the registration rights agreements, beginning 180 days after the completion of our IPO, General Atlantic and Mr. Williams have demand rights to require us to file a new registration statement and prospectus providing for the sale by such holders of some or all of their shares, provided that (i) unless the holder is registering all of its shares, the shares to be registered in any registration must have an aggregate offering price of at least $5 million, (ii) the holders may make only four such demands, and (iii) we are not required to affect more than two such demands in any 12 month period. The holders may require us to use our reasonable best efforts to cause any such demand registration to be in the form of an underwritten offering. We may satisfy this obligation by causing the requested shares to be included as part of an existing shelf registration statement that we then have on file with (and that has been declared effective by) the SEC.

In addition to the foregoing, if we file a registration statement with respect to an offering for our own account or on behalf of a holder of our common stock, each of General Atlantic and Mr. Williams will have the right, subject to certain limitations, to register such number of registrable shares held by it or him as each such holder requests. With respect to underwritten offerings, we will not be required to include any shares of a holder in the offering unless the holder accepts the terms of the offering as agreed between us and the underwriter, and then only in such amount as the underwriter believes will not jeopardize the success of the offering.

We also have agreed to indemnify General Atlantic and Mr. Williams against specified liabilities, including certain potential liabilities arising under the Securities Act or the Exchange Act, or to contribute to the expenses incurred or the payments such persons may be required to make in respect thereof. We have agreed to pay all of the expenses relating to the registration and any underwritten offerings of such securities, including, without limitation, all registration, listing, filing and stock exchange or FINRA fees, all fees and expenses of complying with securities or “blue sky” laws, all printing expenses, all fees of counsel and independent public accountants retained by us and the cost of any liability insurance or other premiums for insurance obtained in connection with any shelf registration statement pursuant to the registration rights agreement. General Atlantic and Mr. Williams will be responsible for underwriting discounts and commissions, any out-of-pocket expenses (including disbursements of their respective holder’s counsel, accountants and other advisors) and any transfer taxes related to the sale or disposition of the shares.

The registration rights agreement with Mr. Williams also provides that, subject to certain limitations, we will use commercially reasonable efforts to file, during the period beginning 15 days prior to November 1, 2014 and ending 15 days thereafter, a registration statement registering the issuance of shares of our Class A common stock to him upon redemption of his OP units and Class B common stock (“Williams registrable shares”). We have agreed to use our reasonable best efforts to cause the shelf registration statement to be declared and remain effective as soon as practicable after it is filed and to use commercially reasonable efforts to keep the shelf registration statement continuously effective until such time as Mr. Williams no longer holds any Williams registrable shares.

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DESCRIPTION OF PREFERRED STOCK

General

Subject to the limitations prescribed by Maryland law and our charter and bylaws, our charter authorizes our board of directors to classify or reclassify and issue one or more classes or series of preferred stock without stockholder approval. Our board of directors may determine the relative preferences, conversion and other rights, voting powers, restrictions and limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of each class or series of preferred stock so issued, which may be more beneficial than the rights, preferences and privileges attributable to our common stock. The issuance of preferred stock could have the effect of delaying, deterring or preventing a transaction or a change in control that might involve a premium price for holders of shares of our common stock or otherwise might be in their best interest. The preferred stock will, when issued, be fully paid and nonassessable and will not have, or be subject to, any preemptive or similar rights.

Any prospectus supplement relating to a series of preferred stock will describe the specific terms of such securities, which may include:

Restrictions on Ownership and Transfer

With certain exceptions, our charter generally prohibits any person (other than a person who has been granted an exception) from beneficially or constructively owning more than 7.5% of the aggregate of the outstanding shares of our preferred stock by value or by number of shares, whichever is more restrictive, except for certain designated investment entities that may own up to 9.8% of the aggregate of the outstanding shares our preferred stock, subject to certain conditions. Our charter permits exceptions to be made for stockholders provided our board of directors determines such exceptions will not jeopardize our qualification as a REIT. For more information regarding these ownership restrictions and certain other restrictions intended to protect our qualification as a REIT, see “Restrictions on Ownership and Transfer.”

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Certain Provisions of Maryland Law and Our Charter and Bylaws

See “Certain Provisions of Maryland Law and Our Charter and Bylaws.”

Transfer Agent and Registrar

The registrar and transfer agent for the shares of preferred stock will be set forth in the applicable prospectus supplement.

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DESCRIPTION OF DEPOSITARY SHARES

General

We may issue receipts for depositary shares, each of which will represent a fractional interest of a share of a particular series of preferred stock, as specified in the applicable prospectus supplement. Preferred stock of each series represented by depositary shares will be deposited under a separate deposit agreement among us, the depositary named therein and the holders from time to time of the depositary receipts. Subject to the terms of the applicable deposit agreement, each owner of a depositary receipt will be entitled, in proportion to the fractional interest of a share of a particular series of preferred stock represented by the depositary shares evidenced by such depositary receipt, to all the rights and preferences of the preferred stock represented by such depositary shares (including dividend, voting, conversion, redemption and liquidation rights).

The depositary shares will be evidenced by depositary receipts issued pursuant to the applicable deposit agreement. Immediately following the issuance and delivery of the shares of preferred stock by us to a preferred shares depositary, we will cause such preferred shares depositary to issue, on our behalf, the depositary receipts. Copies of the applicable form of deposit agreement and depositary receipt may be obtained from us upon request, and the statements made herein relating to the deposit agreement and the depositary receipts to be issued thereunder are summaries of certain provisions thereof and do not purport to be complete and are subject to, and qualified in their entirety by reference to, all of the provisions of the applicable deposit agreement and related depositary receipts.

Dividends and Other Distributions

The preferred shares depositary will distribute all cash dividends or other cash distributions received in respect of the shares of preferred stock to the record holders of depositary receipts evidencing the related depositary shares in proportion to the number of such depositary receipts owned by such holders, subject to certain obligations of holders to file proofs, certificates and other information and to pay certain charges and expenses to the preferred shares depositary.

In the event of a distribution other than in cash, the preferred shares depositary will distribute property received by it to the record holders of depositary receipts entitled thereto, subject to certain obligations of holders to file proofs, certificates and other information and to pay certain charges and expenses to the preferred shares depositary, unless the preferred shares depositary determines that it is not feasible to make such distribution, in which case the preferred shares depositary may, with our approval, sell such property and distribute the net proceeds from such sale to such holders.

No distribution will be made in respect of any depositary share to the extent that it represents any shares of preferred stock converted into other securities.

Withdrawal of Shares

Upon surrender of the depositary receipts at the corporate trust office of the applicable preferred shares depositary (unless the related depositary shares have previously been called for redemption or converted into other securities), the holders thereof will be entitled to delivery at such office, to or upon such holder’s order, of the number of whole or fractional shares of preferred stock and any money or other property represented by the depositary shares evidenced by such depositary receipts. Holders of depositary receipts will be entitled to receive whole or fractional shares of preferred stock on the basis of the proportion of preferred stock represented by each depositary share as specified in the applicable prospectus supplement, but holders of such preferred stock will not thereafter be entitled to receive depositary shares therefor. If the depositary receipts delivered by the holder evidence a number of depositary shares in excess of the number of depositary shares representing the number of shares of preferred stock to be withdrawn, the preferred shares depositary will deliver to such holder at the same time a new depositary receipt evidencing such excess number of depositary shares.

Redemption of Depositary Shares

Whenever we redeem shares of preferred stock held by the preferred shares depositary, the preferred shares depositary will redeem as of the same redemption date the number of depositary shares representing shares of preferred stock so redeemed, provided we shall have paid in full to the preferred shares depositary the

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redemption price of the preferred stock to be redeemed plus an amount equal to any accrued and unpaid dividends thereon to the date fixed for redemption. The redemption price per depositary share will be equal to the corresponding proportion of the redemption price and any other amounts per share payable with respect to the preferred stock. If fewer than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected pro rata (as nearly as may be practicable without creating fractional depositary shares) or by any other equitable method determined by us that will not result in a violation of the ownership restrictions in our charter.

From and after the date fixed for redemption, all dividends in respect of the preferred stock so called for redemption will cease to accrue, the depositary shares so called for redemption will no longer be deemed to be outstanding and all rights of the holders of the depositary receipts evidencing the depositary shares so called for redemption will cease, except the right to receive any moneys payable upon such redemption and any money or other property to which the holders of such depositary receipts were entitled upon such redemption and surrender thereof to the preferred shares depositary. See “Restrictions on Ownership and Transfer.”

Voting of the Shares of Preferred Stock

Upon receipt of notice of any meeting at which the holders of the applicable shares of preferred stock are entitled to vote, the preferred shares depositary will mail the information contained in such notice of meeting to the record holders of the depositary receipts evidencing the depositary shares which represent such shares of preferred stock. Each record holder of depositary receipts evidencing depositary shares on the record date (which will be the same date as the record date for the preferred stock) will be entitled to instruct the preferred shares depositary as to the exercise of the voting rights pertaining to the amount of preferred stock represented by such holder’s depositary shares. The preferred shares depositary will vote the amount of preferred stock represented by such depositary shares in accordance with such instructions, and we will agree to take all reasonable action which may be deemed necessary by the preferred shares depositary in order to enable the preferred shares depositary to do so. The preferred shares depositary will abstain from voting the amount of preferred stock represented by such depositary shares to the extent it does not receive specific instructions from the holders of depositary receipts evidencing such depositary shares. The preferred shares depositary shall not be responsible for any failure to carry out any instruction to vote, or for the manner or effect of any such vote made, as long as any such action or non-action is in good faith and does not result from negligence or willful misconduct of the preferred shares depositary.

Liquidation Preference

In the event of our liquidation, dissolution or winding up, whether voluntary or involuntary, the holders of each depositary receipt will be entitled to a fraction of the liquidation preference accorded each share of preferred stock represented by the depositary shares evidenced by such depositary receipt, as set forth in the applicable prospectus supplement.

Conversion of Shares of Preferred Stock

The depositary shares, as such, are not convertible into common stock or any of our other securities or property. Nevertheless, if so specified in the applicable prospectus supplement relating to an offering of depositary shares, the depositary receipts may be surrendered by holders thereof to the preferred shares depositary with written instructions to the preferred shares depositary to instruct us to cause conversion of the shares of preferred stock represented by the depositary shares evidenced by such depositary receipts into whole shares of common stock, other shares of preferred stock, and we agree that upon receipt of such instructions and any amounts payable in respect thereof, we will cause the conversion thereof utilizing the same procedures as those provided for delivery of shares of preferred stock to effect such conversion. If the depositary shares evidenced by a depositary receipt are to be converted in part only, a new depositary receipt or receipts will be issued for any depositary shares not to be converted. No fractional shares of common stock will be issued upon conversion, and if such conversion would result in a fractional share being issued, an amount will be paid in cash by us equal to the value of the fractional interest based upon the closing price of the common stock on the last business day prior to the conversion.

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Amendment and Termination of Deposit Agreement

The form of depositary receipt evidencing the depositary shares which represent the preferred stock and any provision of the deposit agreement may at any time be amended by agreement between us and the preferred shares depositary. However, any amendment that materially and adversely alters the rights of the holders of depositary receipts or that would be materially and adversely inconsistent with the rights granted to the holders of the related preferred stock will not be effective unless such amendment has been approved by the existing holders of at least two-thirds of the applicable depositary shares evidenced by the applicable depositary receipts then outstanding. No amendment shall impair the right, subject to certain exceptions in the deposit agreement, of any holder of depositary receipts to surrender any depositary receipt with instructions to deliver to the holder the related preferred stock and all money and other property, if any, represented thereby, except in order to comply with law. Every holder of an outstanding depositary receipt at the time any such amendment becomes effective shall be deemed, by continuing to hold such receipt, to consent and agree to such amendment and to be bound by the deposit agreement as amended thereby.

The deposit agreement may be terminated by us upon not less than 30 days’ prior written notice to the preferred shares depositary if (i) such termination is necessary to preserve our status as a REIT or (ii) a majority of each series of preferred stock affected by such termination consents to such termination, whereupon the preferred shares depositary shall deliver or make available to each holder of depositary receipts, upon surrender of the depositary receipts held by such holder, such number of whole or fractional shares of preferred stock as are represented by the depositary shares evidenced by such depositary receipts together with any other property held by the preferred shares depositary with respect to such depositary receipts. We have agreed that if the deposit agreement is terminated to preserve our status as a REIT, then we will use our best efforts to list the preferred stock issued upon surrender of the related depositary shares on a national securities exchange. In addition, the deposit agreement will automatically terminate if (i) all outstanding depositary shares shall have been redeemed, (ii) there shall have been a final distribution in respect of the related preferred stock in connection with our liquidation, dissolution or winding up and such distribution shall have been distributed to the holders of depositary receipts evidencing the depositary shares representing such preferred stock or (iii) each related share of preferred stock shall have been converted into our securities not so represented by depositary shares.

Charges of Preferred Shares Depositary

We will pay all transfer and other taxes and governmental charges arising solely from the existence of the deposit agreement. In addition, we will pay the fees and expenses of the preferred shares depositary in connection with the performance of its duties under the deposit agreement. However, holders of depositary receipts will pay the fees and expenses of the preferred shares depositary for any duties requested by such holders to be performed which are outside of those expressly provided for in the deposit agreement.

Resignation and Removal of Depositary

The preferred shares depositary may resign at any time by delivering to us notice of its election to do so, and we may at any time remove the preferred shares depositary, any such resignation or removal to take effect upon the appointment of a successor preferred shares depositary. A successor preferred shares depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and that meets certain combined capital and surplus requirements.

Miscellaneous

The preferred shares depositary will forward to holders of depositary receipts any reports and communications from us which are received by the preferred shares depositary with respect to the related preferred stock.

Neither we nor the preferred shares depositary will be liable if we or it is prevented from or delayed in, by law or any circumstances beyond our or its control, performing our or its obligations under the deposit agreement. The obligations of us and the preferred shares depositary under the deposit agreement will be limited to performing their duties thereunder in good faith and without negligence (in the case of any action or inaction in the voting of shares of preferred stock represented by the depositary shares), gross negligence or willful misconduct, and we and the preferred shares depositary will not be obligated to prosecute or defend

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any legal proceeding in respect of any depositary receipts, depositary shares or shares of preferred stock represented thereby unless satisfactory indemnity is furnished. We and the preferred shares depositary may rely on written advice of counsel or accountants, or information provided by persons presenting shares of preferred stock represented thereby for deposit, holders of depositary receipts or other persons believed in good faith to be competent to give such information, and on documents believed in good faith to be genuine and signed by a proper party.

In the event the preferred shares depositary shall receive conflicting claims, requests or instructions from any holders of depositary receipts, on the one hand, and us, on the other hand, the preferred shares depositary shall be entitled to act on such claims, requests or instructions received from us.