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)

11/9/2020
(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 11/9/2020  M  3000.00 A$21.00 (1)18383.00 D  
Class A Common Stock 11/9/2020  S  3000.00 D$67.50 (2)15383.00 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
Stock Option (Right to Buy) $21.00 11/9/2020  M     3000.00   (1)10/15/2023 Class A Common Stock 3000.00 $0.00 21857.00 D  

Explanation of Responses:
(1) 3,000 shares of Class A common stock were acquired upon Mr. Schafer's exercise of options to purchase shares of Class A common stock, granted on October 15, 2013 under the QTS Realty Trust, Inc. 2013 Equity Compensation Plan. The options vested over a four year period beginning on the first anniversary of the date of grant and at the end of each calendar quarter thereafter.
(2) The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

Remarks:
The Sale reported on this Form 4 is effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person. The Sale represents approximately 1.1% of the total amount of QTS securities owned by Mr. Schafer prior to this reported transaction, inclusive of vested and unvested shares of Class A Common Stock, Employee stock options (right to buy), target Performance-Based FFO Units and Performance-Based Relative TSR Units (to be granted upon performance metrics being met), and Class A units of Operating Partnership.

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 M. Carpenter, Attorney-in-Fact for William H. Schafer11/12/2020
**Signature of Reporting PersonDate

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