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 *

SCHAFER WILLIAM H		 2. Issuer Name and Ticker or Trading Symbol

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

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
EVP -- Finance and Accounting
(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
Class A Common Stock 8/31/2021  A  6813.00 (1)A$0.00 24433.00 D  
Class A Common Stock 8/31/2021  D  24433.00 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
Class A units of Operating Partnership  (3)8/31/2021  D     104791.00   (3)(4) (3)Class A common stock 104791.00 $78.00 15000.00 D  
Class A units of Operating Partnership  (3)8/31/2021  D     15000.00   (3)(5) (3)Class A common stock 15000.00  (5)0.00 D  
Employee stock option (right to buy) $50.66 8/31/2021  D     27027.00   (6)3/7/2027 Class A common stock 27027.00 $27.34 0.00 D  
Employee stock option (right to buy) $45.78 8/31/2021  D     26328.00   (7)3/2/2026 Class A common stock 26328.00 $32.22 0.00 D  
Employee stock option (right to buy) $35.81 8/31/2021  D     21875.00   (8)2/27/2025 Class A common stock 21875.00 $42.19 0.00 D  
Employee stock option (right to buy) $34.03 8/31/2021  D     5761.00   (9)3/7/2028 Class A common stock 5761.00 $43.97 0.00 D  
Employee stock option (right to buy) $34.03 8/31/2021  D     12561.00   (10)3/7/2028 Class A common stock 12561.00 $43.97 0.00 D  
Employee stock option (right to buy) $21.00 8/31/2021  D     21857.00   (11)10/15/2023 Class A common stock 21857.00 $57.00 0.00 D  
Explanation of Responses:
(1) On March 5, 2019, March 6, 2020 and March 5, 2021, the reporting person was granted, as applicable, performance-based restricted share units ("RSUs") eligible to be earned based on Operating Funds From Operations per diluted share of the Issuer over a performance period and RSUs eligible to be earned based on relative total stockholder return over a performance period. In connection with the Merger (as defined below), the Compensation Committee certified the degree to which the performance measures were achieved for awards for which performance had not previously been certified and pursuant to the Merger Agreement (as defined below). Such RSUs (including dividend equivalent rights accrued thereon) became fully vested in accordance with their terms in connection with the Merger.
(2) Includes Class A common stock disposed of, and vested RSUs cancelled, pursuant to 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") in exchange for $78.00 in cash per share or unit, as applicable, without interest, less any applicable withholding.
(3) Class A units were redeemable for cash or, at the Operating Partnership's election, shares of the Issuer's Class A common stock on a one-for-one basis. Following the Merger, the Class A units are exchangeable for Class I Units of BREIT Operating Partnership L.P. ("BREIT OP") beginning five years after the effective time of the Merger, subject to certain conditions and into a number of such Class I Units as determined pursuant to the partnership agreement of the Operating Partnership, as amended, and the partnership agreement of BREIT OP.
(4) Disposed of pursuant to the transactions contemplated by the Merger Agreement in exchange for $78.00 in cash per unit, without interest, less any applicable withholding.
(5) These Class A units were retained by the reporting person in connection with the transactions contemplated by the Merger Agreement.
(6) These options to purchase shares of Class A common stock were granted under the Plan and vested ratably over three years beginning on the first anniversary of the date of grant and each quarter thereafter. Each option was canceled in the Merger in exchange for a cash payment of $27.34, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.
(7) These options to purchase shares of Class A common stock were granted under the Plan and vested ratably over three years beginning on the first anniversary of the date of grant and each quarter thereafter. Each option was canceled in the Merger in exchange for a cash payment of $32.22, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.
(8) These options to purchase shares of Class A common stock were granted under the Plan and vested ratably over four years beginning on the first anniversary of the date of grant and each quarter thereafter. Each option was canceled in the Merger in exchange for a cash payment of $42.19, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.
(9) These options to purchase shares of Class A common stock were granted under the Plan and vested two years after the grant date. Each option was canceled in the Merger in exchange for a cash payment of $43.97, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.
(10) These options to purchase shares of Class A common stock were granted under the Plan and vested ratably over three years beginning on the first anniversary of the date of grant and each quarter thereafter. Each option was canceled in the Merger in exchange for a cash payment of $43.97, representing the difference between the exercise price of the option and $78.00, less any applicable income and employment withholding taxes.
(11) These options to purchase shares of Class A common stock were granted under the Plan and vested ratably over four years beginning on the first anniversary of the date of grant and each quarter thereafter. Each option was canceled in the Merger in exchange for a cash payment of $57.00, 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
SCHAFER WILLIAM H
C/O QTS REALTY TRUST, INC.
12851 FOSTER STREET
OVERLAND PARK, KS 66213

EVP -- Finance and Accounting
Signatures
/s/ Aga Carpenter, as attorney in fact for William H. Schafer9/2/2021
**Signature of Reporting PersonDate
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