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Form 4 DUPONT FABROS TECHNOLOGY For: Feb 23 Filed by: Fateh Hossein

February 25, 2015 4:52 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
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hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Fateh Hossein
(Last) (First) (Middle)
1212 NEW YORK AVENUE, N.W.
SUITE 900
(Street)
WASHINGTON DC 20005
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DUPONT FABROS TECHNOLOGY, INC. [ DFT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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
Common Stock 02/23/2015   M   320,676 (1) A $ 0 362,563 D  
Common Stock 02/23/2015   F   163,223 (2) D $ 32.775 199,340 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Performance Stock Units (3) 02/23/2015   M     38,838   (4) 03/01/2015 Common Stock 38,838.00 $ 0 (4) 0 D  
Performance Stock Units (3) 02/23/2015   M     38,479   (5) 03/01/2016 Common Stock 38,479.00 $ 0 (5) 0 D  
Performance Stock Units (3) 02/23/2015   M     68,413   (6) 03/01/2017 Common Stock 68,413.00 $ 0 (6) 0 D  
OP Units (7)               (8)   (8) Common Stock 1,750,000.00   1,750,000 D  
OP Units (7)               (8)   (8) Common Stock 344,930.00   344,930 I By LLC
Explanation of Responses:
1. These shares of common stock were issued pursuant to the Separation Agreement and General Release, dated February 2, 2015, between the Issuer and Mr. Fateh (the "Separation Agreement"), which, as disclosed in the Issuer's current report on Form 8-K, filed on February 4, 2015, provided that any unvested performance-based equity awards would vest, as if the performance objectives on which such awards are conditioned had been met at the greater of the target level and actual performance as of the date that Mr. Fateh's resignation became effective, or February 17, 2015 (the "Separation Date").
2. Shares withheld by Registrant to satisfy minimum statutory withholding requirements on vesting of restricted stock.
3. These performance stock units were issued under the Company's 2011 Equity Incentive Plan. Each unit represented the right to receive one share of the underlying security at a date in the future, based on the number of units that vested and subject to adjustment pursuant to the term of the applicable award agreement.
4. These performance stock units were subject to performance-based vesting conditions. None of the units vested because the total shareholder return of the Company's common stock for a 3-year performance period that commenced on January 1, 2012 did not meet the return of the MSCI US REIT Index for the 3-year performance period.
5. These performance stock units were subject to performance-based vesting conditions. Pursuant to the terms of the Separation Agreement, the units vested at 300% of target because the total shareholder return of the Company's common stock for the performance period that commenced on January 1, 2013 and ended on the Separation Date exceeded by an amount specified in the applicable award agreement the return of the MSCI US REIT Index for the performance period.
6. These performance stock units were subject to performance-based vesting conditions. Pursuant to the terms of the Separation Agreement, the units vested at 300% of target because (a) with respect to one-half of the award, the total shareholder return of the Company's common stock for a performance period that commenced on January 1, 2014 and ended on the Separation Date exceeded by an amount specified in the applicable award agreement the return of the MSCI US REIT Index for the performance period, and (b) with respect to the remaining half of the award, the total shareholder return of the Company's common stock for a performance period that commenced on January 1, 2014 and ended on the Separation Date exceeded by an amount specified in the applicable award agreement the return of an index of publicly-traded data center companies for the performance period.
7. "OP Units" represent limited partner interests of DuPont Fabros Technology, L.P., a Maryland limited partnership (the "OP"), the operating partnership of DuPont Fabros Technology, Inc. (the "Issuer"), of which the Issuer is the sole general partner. OP Units are redeemable twelve (12) months from the transaction date pursuant to which the OP units were issued for cash equal to the ten-current market value of one share of the Issuer's common stock, or, at the election of the Issuers, and equal number of shares of the Issuer's common stock.
8. All of these OP Units are immediately redeemable (subject to certain limitations set forth in agreement of limited partnership of the OP). OP Units have no expiration date.
\s\ Attorney-in-fact Richard A. Montfort, Jr. 02/25/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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