UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 22, 2018

QTS Realty Trust, Inc.

QualityTech, LP

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (913) 814-9988

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01.  Entry into a Material Definitive Agreement.

On June 25, 2018, QTS Realty Trust, Inc. (the “Company”), in its capacity as general partner of QualityTech LP, a Delaware limited partnership (the “Operating Partnership”), entered into Amendment No. 2 (the “Amendment”) to the Fifth Amended and Restated Agreement of Limited Partnership, dated as of October 15, 2013 (the “Partnership Agreement”). The Amendment classified, designated and authorized the issuance of 3,162,500 Series B preferred units of limited partnership interest, with a liquidation preference of $100.00 per unit (the “Series B Preferred Units”), to the Company. The Series B Preferred Units have economic terms that are substantially similar to the Company’s 6.50% Series B cumulative convertible perpetual preferred stock, $0.01 par value per share (“Series B Convertible Preferred Stock”), issued and described below.

A copy of the Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein. The summary of the Amendment set forth above is qualified in its entirety by reference to Exhibit 10.1.

Item 3.02. Unregistered Sale of Equity Securities.

In connection with the issuance of the Series B Convertible Preferred Stock described below, on June 25, 2018 the Operating Partnership issued to the Company 3,162,500 Series B Preferred Units, which have economic terms that are substantially similar to the Company’s Series B Convertible Preferred Stock described below. The Series B Preferred Units were issued in exchange for the Company’s contribution of the net offering proceeds of the offering of the Series B Convertible Preferred Stock to the Operating Partnership. If the Series B Convertible Preferred Stock are converted into shares of Class A common stock, par value $0.01 per share, of the Company, the Operating Partnership will convert an equal number of Series B Preferred Units into common limited partner interests in the Operating Partnership. If shares of Series B Convertible Preferred Stock are converted into consideration other than Class A common stock of the Company, the Operating Partnership will retire an equal number of Series B Preferred Units. The terms of conversion of the Series B Convertible Preferred Stock are described in the Articles Supplementary to the Company’s Amended and Restated Declaration of Trust (the “Articles Supplementary”) filed as Exhibit 3.3 to the Company’s Registration Statement on Form 8-A filed with the U.S. Securities and Exchange Commission on June 22, 2018 and incorporated by reference into this Item 3.02 as Exhibit 3.1 to this Current Report on Form 8-K. The issuance of the Series B Preferred Units by the Operating Partnership to the Company is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering.

Item 3.03. Material Modifications to Rights of Security Holders.

On June 22, 2018, the Company filed, with the State Department of Assessments and Taxation of the State of Maryland, the Articles Supplementary pursuant to which the Company has classified and designated 3,162,500 shares of preferred stock, $0.01 par value per share, as Series B Convertible Preferred Stock.  The Series B Convertible Preferred Stock ranks senior to the Company’s Class A common stock as to the payment of distributions or amounts paid upon liquidation, dissolution or winding up of the Company. Each holder of Series B Convertible Preferred Stock is entitled to receive a liquidation preference, which is equal to $100.00 per share of Series B Convertible Preferred Stock, plus any accrued and unpaid distributions to, but not including, the date of the payment, before the holders of shares of Class A common stock and Class B common stock (collective, “Common Stock”), in the event of any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary. Furthermore, subject to certain exceptions, including to the extent necessary to maintain the Company’s status as a real estate investment trust for U.S. federal income tax purposes, the Company is restricted from declaring or paying any distributions, or setting aside any funds for the payment of distributions, on shares of Common Stock unless full cumulative distributions on the Series B Convertible Preferred Stock have been declared and either paid or set aside for payment in full for all past distribution periods.  A summary of the material terms of the Series B Convertible Preferred Stock is set forth below under Item 5.03 and is incorporated by reference into this Item 3.03.

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Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 22, 2018, the Company filed, with the State Department of Assessments and Taxation of the State of Maryland, the Articles Supplementary pursuant to which the Company has classified and designated 3,162,500 of the Company’s authorized shares of preferred stock, $0.01 par value per share, as Series B Convertible Preferred Stock. A description of the material terms of the Series B Convertible Preferred Stock, as contained within the Articles Supplementary, is set forth below:

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The summary set forth above is qualified in its entirety by reference to the copy of the Articles Supplementary included as Exhibit 3.3 to the Company’s Registration Statement on Form 8-A filed with the U.S. Securities and Exchange Commission on June 25, 2018 and incorporated by reference into this Item 5.03 as Exhibit 3.1 to this Current Report on Form 8-K.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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