eh1500359_13da1-qts.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 4)
 
 
QTS Realty Trust, Inc.
(Name of Issuer)
 
Class A Common Stock, par value $0.01
(Title of Class of Securities)
 
74736A103
(CUSIP Number)
 
Thomas J. Murphy
c/o General Atlantic Service Company, LLC
55 East 52nd Street,
32nd Floor
New York, NY 10055
(212) 715-4000
 
 
November 10, 2015
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box [  ].
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-1(a) for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 
CUSIP No. 74736A103
 
SCHEDULE 13D
Page 2 of 17


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GA QTS Interholdco, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
4,240,145
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
4,240,145
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,240,145
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.3%
 
14
TYPE OF REPORTING PERSON
 
OO
 

 
 

 
 
CUSIP No. 74736A103
 
SCHEDULE 13D
Page 3 of 17


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
4,240,145
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
4,240,145
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,240,145
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.3%
 
14
TYPE OF REPORTING PERSON
 
OO
 

 

 
CUSIP No. 74736A103
 
SCHEDULE 13D
Page 4 of 17


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic GenPar, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
4,240,145
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
4,240,145
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,240,145
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.3%
 
14
TYPE OF REPORTING PERSON
 
PN
 

 

 
 
CUSIP No. 74736A103
 
SCHEDULE 13D
Page 5 of 17


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic Partners 85, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
4,240,145
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
4,240,145
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,240,145
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.3%
 
14
TYPE OF REPORTING PERSON
 
PN
 

 

 
 
 
CUSIP No. 74736A103
 
SCHEDULE 13D
Page 6 of 17


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic Partners 93, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
4,240,145
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
4,240,145
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,240,145
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.3%
 
14
TYPE OF REPORTING PERSON
 
PN
 
 

 
 
 
 
CUSIP No. 74736A103
 
SCHEDULE 13D
Page 7 of 17


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP Coinvestments III, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
4,240,145
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
4,240,145
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,240,145
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.3%
 
14
TYPE OF REPORTING PERSON
 
OO
 
 

 
 
CUSIP No. 74736A103
 
SCHEDULE 13D
Page 8 of 17


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP Coinvestments IV, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
4,240,145
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
4,240,145
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,240,145
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.3%
 
14
TYPE OF REPORTING PERSON
 
OO
 
 

 
 
CUSIP No. 74736A103
 
SCHEDULE 13D
Page 9 of 17


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP Coinvestments CDA, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
4,240,145
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
4,240,145
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,240,145
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.3%
 
14
TYPE OF REPORTING PERSON
 
PN
 

 

 
 
CUSIP No. 74736A103
 
SCHEDULE 13D
Page 10 of 17


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAPCO GmbH & Co. KG
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Germany
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
4,240,145
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
4,240,145
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,240,145
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.3%
 
14
TYPE OF REPORTING PERSON
 
PN
 

 

 
 
CUSIP No. 74736A103
 
SCHEDULE 13D
Page 11 of 17


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAPCO Management GmbH
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Germany
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
4,240,145
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
4,240,145
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,240,145
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.3%
 
14
TYPE OF REPORTING PERSON
 
OO
 

 

 
 
CUSIP No. 74736A103
 
SCHEDULE 13D
Page 12 of 17
 
 
Item 1.  Security and Issuer.
 
This Amendment No. 4 to the Schedule 13D (as so amended, the “Statement”) is being filed by the undersigned to amend the Statement as originally filed with the SEC on October 23, 2013 and as amended by Amendment No. 1 thereto filed on March 4, 2015, Amendment No. 2 thereto filed on June 9, 2015 and Amendment No. 3 thereto filed on August 17, 2015. This Statement relates to the Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), of QTS Realty Trust, Inc., a Maryland corporation (the “Company”), and is being filed to amend the Statement as set forth below. Capitalized terms used and not defined in this Amendment No. 4 shall have the meanings ascribed to them in the Statement as previously amended.  The principal executive offices of the Company are located at 12851 Foster Street, Overland Park, Kansas 66213. 
 
Item 2.  Identity and Background.
 
No material change.
 
Item 3.  Source and Amount of Funds or Other Consideration.
 
No material change.
 
 
 
 

 
CUSIP No. 74736A103
 
SCHEDULE 13D
Page 13 of 17
 
 
Item 4.  Purpose of Transaction.
 
No material change.
 
Item 5.  Interest in Securities of the Issuer.
 
Item 5 is hereby amended and replaced with the following:

(a)           As of the date hereof, GA QTS Interholdco owns of record 4,240,145 shares of Class A Common Stock.  Such 4,240,145 shares of Class A Common Stock represent 10.3% of the outstanding Class A Common Stock (based on a total of 41,019,436 shares of Class A Common Stock outstanding, as of November 3, 2015, as disclosed in the Company’s Quarterly Report on Form 10-Q filed on November 6, 2015). Each of the Reporting Persons other than GA QTS Interholdco owns of record no shares of Class A Common Stock.
 
By virtue of the fact that (i) the GA Funds hold all of the interests of GA QTS Interholdco, (ii) GenPar is the general partner of GAP 85 and GAP 93, (iii) GA LLC is the general partner of GenPar and GAPCO CDA and the managing member of GAPCO III and GAPCO IV, (iv) GmbH Management is the general partner of KG, and (v) the GA Managing Directors may be deemed to share voting and dispositive power with respect to shares and interests held by the GA Funds, and voting and disposition decisions with respect to interests held by the GA Funds are made by a portfolio committee of GA LLC comprising certain of the GA Managing Directors and officers of GA LLC, the Reporting Persons may be deemed to beneficially own, in the aggregate, 4,240,145 shares of the Class A Common Stock, representing approximately 10.3% of the issued and outstanding Class A Common Stock.

(b)           Each of the Reporting Persons has the shared power to direct the vote and the shared power to direct the disposition of the 4,240,145 shares of Class A Common Stock that may be deemed to be owned beneficially by each of them.
 
(c)           Except as previously disclosed or as set forth below or otherwise herein, to the knowledge of the Reporting Persons with respect to the persons named in response to paragraph (a), none of the persons named in response to paragraph (a) has effected any transactions in shares of Class A Common Stock during the past 60 days.

               On September 15, 2015, GA QTS Interholdco sold 261,000 shares of Class A Common Stock at a price per share of $41.00, in accordance with an underwriter’s option pursuant to an underwriting agreement, dated August 11, 2015, by and among the Company, QualityTech LP, GA QTS Interholdco and Deutsche Bank Securities Inc., as underwriter (the “Underwriting Agreement”).  The Underwriting Agreement contains customary representations, covenants and indemnification provisions. 

               On November 10, 2015, GA QTS Interholdco sold 1,690,000 shares of Class A Common Stock at a price per share of $41.45, in accordance with Rule 144 under the Securities Act of 1933, as amended.
 
(d)          To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common Stock owned by any member of the group.
 
(e)           Not applicable.
 
 

CUSIP No. 74736A103
 
SCHEDULE 13D
Page 14 of 17

 
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.
 
No material change.
 
Item 7.  Materials to be Filed as Exhibits.
 
 
Exhibit 8:
Underwriting Agreement, dated as of August 11, 2015, by and among QTS Realty Trust, Inc., QualityTech, LP, GA QTS Interholdco, LLC and Deutsche Bank Securities Inc., as underwriter (incorporated by reference from Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2015).
 
 
 
 
 

 
 
CUSIP No. 74736A103
 
SCHEDULE 13D
Page 15 of 17
 
 
 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated:  November 12, 2015.
 
 
GA QTS INTERHOLDCO, LLC
 
         
         
 
By:
/s/ Thomas J. Murphy
 
   
Name:
Thomas J. Murphy
 
   
Title:
Managing Director
 
         
     
 
GENERAL ATLANTIC LLC
 
         
 
By:
/s/ Thomas J. Murphy
 
   
Name:
Thomas J. Murphy
 
   
Title:
Managing Director
 
         
     
 
GENERAL ATLANTIC GENPAR, L.P.
 
         
 
By:
General Atlantic LLC,
 
   
Its general partner
 
         
 
By:
/s/ Thomas J. Murphy
 
   
Name:
Thomas J. Murphy
 
   
Title:
Managing Director
 
         
     
 
 
 

 
 
CUSIP No. 74736A103
 
SCHEDULE 13D
Page 16 of 17
 
 
 
GENERAL ATLANTIC PARTNERS 85, L.P.
 
         
 
By:
General Atlantic GenPar, L.P.,
 
   
Its general partner
 
         
 
By:
General Atlantic LLC,
 
   
Its general partner
 
         
 
By:
/s/ Thomas J. Murphy
 
   
Name:
Thomas J. Murphy
 
   
Title:
Managing Director
 
         
     
 
GENERAL ATLANTIC PARTNERS 93, L.P.
 
         
 
By:
General Atlantic GenPar, L.P.,
 
   
Its general partner
 
         
 
By:
General Atlantic LLC,
 
   
Its general partner
 
         
 
By:
/s/ Thomas J. Murphy
 
   
Name:
Thomas J. Murphy
 
   
Title:
Managing Director
 
         
 
 
 
 

 
 
CUSIP No. 74736A103
 
SCHEDULE 13D
Page 17 of 17
 
 
 
GAP COINVESTMENTS III, LLC
 
         
 
By:
General Atlantic LLC,
 
   
Its managing member
 
         
 
By:
/s/ Thomas J. Murphy
 
   
Name:
Thomas J. Murphy
 
   
Title:
Managing Director
 
         
         
 
GAP COINVESTMENTS IV, LLC
 
         
 
By:
General Atlantic LLC,
 
   
Its managing member
 
         
 
By:
/s/ Thomas J. Murphy
 
   
Name:
Thomas J. Murphy
 
   
Title:
Managing Director
 
         
     
 
GAP COINVESTMENTS CDA, L.P.
 
         
 
By:
General Atlantic LLC,
 
   
Its general partner
 
         
 
By:
/s/ Thomas J. Murphy
 
   
Name:
Thomas J. Murphy
 
   
Title:
Managing Director
 
         
     
 
GAPCO GMBH & CO. KG
 
         
 
By:
GAPCO Management GmbH,
 
   
Its general partner
 
         
 
By:
/s/ Thomas J. Murphy
 
   
Name:
Thomas J. Murphy
 
   
Title:
Managing Director
 
         
         
 
GAPCO MANAGEMENT GMBH
 
         
 
By:
/s/ Thomas J. Murphy
 
   
Name:
Thomas J. Murphy
 
   
Title:
Managing Director