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)

3/5/2021
(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 3/5/2021  A  1355.00 (1)A$0.00 5809.00 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 3/5/2021  A   7043.00     (2)3/5/2031 Class A Common Stock 7043.00 $0.00 7043.00 D  

Explanation of Responses:
(1) These deferred share units (the "DSUs") were granted under the QTS Realty Trust, Inc. 2013 Equity Incentive Plan (the "Plan") and represents the contingent right to receive one share of the Issuer's Class A common stock. The DSUs vest one year after the date of grant. The reporting person elected to defer the settlement of the DSUs until the earlier of (i) the reporting person's departure from the board of directors of the Issuer or (ii) June 30, 2022.
(2) These options to purchase shares of Class A common stock were granted under the Plan and vest one year after the date of grant.

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. Rehberger3/9/2021
**Signature of Reporting PersonDate

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