FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

REHBERGER WAYNE M
2. Issuer Name and Ticker or Trading Symbol

QTS Realty Trust, Inc. [ QTS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O QTS REALTY TRUST, INC., 12851 FOSTER STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

8/31/2021
(Street)

OVERLAND PARK, KS 66213
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
7.125% Series A Perpetual Preferred Stock 8/31/2021  D  1200.00 D (1)0.00 D  
Class A Common Stock 8/31/2021  D  5809.00 D (2)0.00 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (Right to Buy) $59.06 8/31/2021  D     7043.00   (3)3/5/2031 Class A Common Stock 7043.00 $18.94 0.00 D  
Employee Stock Option (Right to Buy) $56.84 8/31/2021  D     8557.00   (4)3/6/2030 Class A Common Stock 8557.00 $21.16 0.00 D  
Employee Stock Option (Right to Buy) $45.30 8/31/2021  D     10639.00   (5)4/1/2029 Class A common stock 10639.00 $32.70 0.00 D  

Explanation of Responses:
(1) Redeemed pursuant to the exercise of the Company's redemption right in connection with the merger of the Issuer with and into Volt Lower Holdings LLC (the "Merger") pursuant to the terms of the Agreement and Plan of Merger, dated as of June 7, 2021 among the Issuer, QualityTech, LP, Volt Upper Holdings LLC, Volt Lower Holdings LLC, and Volt Acquisition LP (the "Merger Agreement:) for $25.00 in cash per share, plus accrued and unpaid dividends, to and including the date of the Merger, without interest, less any applicable withholding.
(2) Includes Class A common stock and deferred share units ("DSUs") granted under the QTS Realty Trust, Inc. 2013 Equity Incentive Plan (the "Plan") that represented the contingent right to receive one share of Class A common stock and vesting of the DSU one year after the date of grant. Each DSU (and any accrued dividend equivalents related thereto) vested in connection with the Merger. All Class A common stock was disposed of, and vested DSUs were cancelled, pursuant to the Merger pursuant to the terms of the Merger Agreement in exchange for $78.00 in cash per share (or share under such DSU), without interest, less any applicable withholding.
(3) These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $18.94, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.
(4) These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $21.16, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.
(5) These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant. Each option was canceled in the Merger in exchange for a cash payment of $32.70, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
REHBERGER WAYNE M
C/O QTS REALTY TRUST, INC.
12851 FOSTER STREET
OVERLAND PARK, KS 66213
X



Signatures
/s/ Aga Carpenter, as attorney in fact for Wayne M. Rehberger9/2/2021
**Signature of Reporting PersonDate

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