Statement of Changes in Beneficial Ownership (4)

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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3235-0287

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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 * Williams Chad L.	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 __X__ Officer (give title below)    _____ Other (specify below) Chief Executive Officer
(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		S		3095.00 (1)	D	$66.2543 (2)	168130.00	D
Class A Common Stock	11/9/2020		S		2229.00 (1)	D	$67.2644 (3)	165901.00	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 Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. 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 Date		7. 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	126366.00 (5)		126366.00	I (6)	See Footnote (7)

Explanation of Responses:
(1)	The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
(2)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.74 to $66.63, inclusive. The reporting person undertakes to provide to QTS Realty Trust, Inc., any security holder of QTS Realty Trust, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Footnote.
(3)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.84 to $67.75, inclusive. The reporting person undertakes to provide to QTS Realty Trust, Inc., any security holder of QTS Realty Trust, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Footnote .
(4)	The Class B common stock automatically converts into Class A common stock in certain circumstances and is convertible at any time into Class A common stock at the option of the holder.
(5)	The 126,366 balance of Class B Common Stock reflected in column 9 is being provided in this filing because the Form 4 filed on November 6, 2020 inadvertently contained an incorrect balance.
(6)	The indirect form of ownership of the Class B Common Stock reflected in column 10 is being provided in this filing because the Form 4 filed on November 6, 2020 inadvertently reflected such ownership as direct.
(7)	Securities held by Quality Technology Group, LLC, a family limited liability company, of which Mr. Williams is the manager.

Remarks: The Sales reported on this Form 4 effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person. The Sales represent approximately 0.00073% of the total amount of QTS securities owned by Mr. Williams prior to this reported transaction, inclusive of vested and unvested shares of Class A Common Stock, Class B 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
	Director	10% Owner	Officer	Other
Williams Chad L. C/O QTS REALTY TRUST, INC. 12851 FOSTER STREET OVERLAND PARK, KS 66213	X		Chief Executive Officer

Signatures
/s/ Aga Carpenter, Attorney-in-Fact for Chad L. Williams		11/12/2020
**Signature of Reporting Person		Date