filings.toolsItem 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Digital Realty Trust, Inc.
Digital Realty Trust, Inc.’s common stock has been listed, and is traded, on the New York Stock Exchange, or the NYSE, under the symbol “DLR” since October 29, 2004.
Subject to the distribution requirements applicable to REITs under the Code, Digital Realty Trust, Inc. intends, to the extent practicable, to invest substantially all of the proceeds from sales and refinancings of its assets in real estate-related assets and other assets. Digital Realty Trust, Inc. may, however, under certain circumstances, make a dividend of capital or of assets. Such dividends, if any, will be made at the discretion of Digital Realty Trust, Inc.’s Board of Directors.
As of February 22, 2021, there were approximately 54 holders of record of Digital Realty Trust, Inc.’s common stock. This figure does not reflect the beneficial ownership of shares held in nominee name.
Digital Realty Trust, L.P.
There is no established trading market for Digital Realty Trust, L.P.’s common units of limited partnership. As of February 22, 2021, there were 87 holders of record of common units, including Digital Realty Trust, L.P.’s general partner, Digital Realty Trust, Inc.
Digital Realty Trust, L.P. currently intends to continue to make regular quarterly distributions to holders of its common units. Any future distributions will be declared at the discretion of the Board of Directors of Digital Realty Trust, L.P.’s general partner, Digital Realty Trust, Inc., and will depend on our actual cash flow, financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code, and such other factors as the Board of Directors may deem relevant.
STOCK PERFORMANCE GRAPH
The following graph compares the yearly change in the cumulative total stockholder return on Digital Realty Trust, Inc.’s common stock during the period from December 31, 2015 through December 31, 2020, with the cumulative total returns on the MSCI US REIT Index (RMS) and the S&P 500 Market Index. The comparison assumes that $100 was invested on December 31, 2015 in Digital Realty Trust, Inc.’s common stock and in each of these indices and assumes reinvestment of dividends, if any.
COMPARISON OF CUMULATIVE TOTAL RETURNS
AMONG DIGITAL REALTY TRUST, INC., S&P 500 INDEX AND RMS INDEX
Assumes $100 invested on December 31, 2015 and
dividends reinvested
To fiscal year ending December 31, 2020
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| Pricing Date | DLR($) | S&P 500($) | RMS($) | |||
| December 31, 2015 | 100.0 | 100.0 | 100.0 | |||
| December 31, 2016 | 134.9 | 112.0 | 108.6 | |||
| December 31, 2017 | 161.6 | 136.4 | 114.1 | |||
| December 31, 2018 | 156.7 | 130.4 | 108.9 | |||
| December 31, 2019 | 182.6 | 171.5 | 137.0 | |||
| December 31, 2020 | 219.9 | 203.0 | 126.7 |
| ● | This graph and the accompanying text are not “soliciting material,” are not deemed filed with the SEC and are not to be incorporated by reference in any filing by us under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. |
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| ● | The stock price performance shown on the graph is not necessarily indicative of future price performance. |
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| ● | The hypothetical investment in Digital Realty Trust, Inc.’s common stock presented in the stock performance graph above is based on the closing price of the common stock on December 31, 2015. |
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SALES OF UNREGISTERED EQUITY SECURITIES
Digital Realty Trust, Inc.
During the year ended December 31, 2020, we issued 189,402 shares of our Common Stock as partial consideration for our acquisition of Lamda Hellix. The shares were issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Regulation S of the Securities Act, on the basis of representations that the recipients were not “US Persons” (as that term is defined in Regulation S) and were not in the United States at the time they received the shares. The Company did not engage in any form of “directed selling efforts” (as that term is defined in Regulation S) in connection with the issuance of the shares.
Digital Realty Trust, L.P.
During the year ended December 31, 2020, our Operating Partnership issued partnership units in private placements in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, in the amounts and for the consideration set forth below:
During the year ended December 31, 2020, Digital Realty Trust, Inc. issued an aggregate of 263,796 shares of its common stock in connection with restricted stock awards for no cash consideration. For each share of common stock issued by Digital Realty Trust, Inc. in connection with such awards, our Operating Partnership issued a restricted common unit to Digital Realty Trust, Inc. During the year ended December 31, 2020, our Operating Partnership issued an aggregate of 263,796 common units to Digital Realty Trust, Inc., as required by our Operating Partnership’s partnership agreement. During the year ended December 31, 2020, an aggregate of 35,274 shares of its common stock were forfeited to Digital Realty Trust, Inc. in connection with restricted stock awards for a net issuance of 228,522 shares of common stock.
All other issuances of unregistered equity securities of our Operating Partnership during the year ended December 31, 2020 have been disclosed previously in filings with the SEC. For all issuances of units to Digital Realty Trust, Inc., our Operating Partnership relied on Digital Realty Trust, Inc.’s status as a publicly traded NYSE-listed company with over $36.1 billion in total consolidated assets and as our Operating Partnership’s majority owner and general partner as the basis for the exemption under Section 4(a)(2) of the Securities Act.
REPURCHASES OF EQUITY SECURITIES
Digital Realty Trust, Inc.
| | | | | | | | | | |
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| Period | | (a) Total Number of Shares (or Units) Purchased | | (b) Average Price Paid per Share (or Unit) | | (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (1) | | (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (2) | |
| October 1-31, 2020 | | 10,000,000 shares of Series G Preferred Stock | | $ | 25.00 | | 10,000,000 shares of Series G Preferred Stock | | — |
| | | | | | | | | | |
| November 1-30, 2020 | | — | | | — | | — | | — |
| | | | | | | | | | |
| December 1-31, 2020 | | — | | | — | | — | | — |
| Total | | 10,000,000 | | $ | 25.00 | | 10,000,000 | | — |
| (1) | On September 15, 2020, the Company distributed a Notice of Redemption to all holders of record of its outstanding 5.875% series G cumulative redeemable preferred stock, or the series G preferred stock, announcing its redemption of all 10,000,000 outstanding shares of the series G preferred stock at a redemption price of $25.057118 per share. The redemption price was equal to the original issuance price of $25.00 per share, plus accrued and unpaid dividends up to but not including the redemption date. The redemption was made at the Company's option pursuant to Section 5(b) of the Articles Supplementary establishing and fixing the rights and preferences of the series G preferred stock. The redemption date was October 15, 2020. |
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| (2) | The Company redeemed all outstanding shares of its series G preferred stock on October 15, 2020. The Operating Partnership also redeemed the corresponding 10,000,000 series G preferred units. |
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Digital Realty Trust, L.P.
None.
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