Form of Specimen Certificate



 Exhibit 4.1 

 

					
	 NUMBER
  

*PRF1*
  

THIS CERTIFICATE IS TRANSFERABLE IN
NEW YORK, N.Y.
	 	 DIGITAL REALTY TRUST, INC.

 

INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
	 	 SHARES
  

SEE REVERSE FOR IMPORTANT NOTICE
ON TRANSFER RESTRICTIONS 
AND OTHER INFORMATION

 
 CUSIP 253868 806



THIS CERTIFIES THAT 

**SPECIMEN** 
 IS THE OWNER
OF  
 FULLY PAID AND NONASSESSABLE SHARES OF THE 6.625% SERIES F CUMULATIVE REDEEMABLE PREFERRED STOCK, PAR VALUE $0.01 PER
SHARE, OF 
 Digital Realty Trust, Inc. 
 (the “Company”) transferable on the books of the Company by the holder hereof in person or by its duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate
is not valid unless countersigned by the Transfer Agent and registered by the Registrar. 
 IN WITNESS WHEREOF, the Company has
caused this Certificate to be executed on its behalf by its duly authorized officers. 
 DATED
                                     

 

													
	Countersigned and Registered:	 	American Stock Transfer & Trust Company, LLC	 		 		 		 	
		 		 	(New York, NY) Transfer Agent and Registrar	 		 		 	  
	 	(SEAL)
		 		 		 		 		 	Chief Executive Officer	 	
							
		 		 		 		 	[Seal]	 		 	
						
	By:	 	  
	 		 		 		 	  

		 	Authorized Signature	 		 		 		 	 Chief Financial Officer, Chief Investment Officer
 and Secretary
	 	








 DIGITAL REALTY TRUST, INC. 

IMPORTANT NOTICE 
 Classes of Stock 
 THE COMPANY IS AUTHORIZED TO ISSUE CAPITAL STOCK OF MORE
THAN ONE CLASS, CONSISTING OF COMMON STOCK AND ONE OR MORE CLASSES OF PREFERRED STOCK. THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF THE PREFERRED STOCK BEFORE THE ISSUANCE OF
SHARES OF SUCH CLASS OF PREFERRED STOCK. THE COMPANY WILL FURNISH, WITHOUT CHARGE, TO ANY STOCKHOLDER MAKING A WRITTEN REQUEST THEREFOR, A COPY OF THE COMPANY’S CHARTER AND A WRITTEN STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES,
CONVERSION OR OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE COMPANY HAS THE AUTHORITY TO ISSUE AND, IF THE
COMPANY IS AUTHORIZED TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES, (i) THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT SET, AND (ii) THE AUTHORITY OF THE BOARD OF DIRECTORS TO
SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. REQUESTS FOR SUCH WRITTEN STATEMENT MAY BE DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE. 
 Restriction on Ownership and Transfer 
 THE SHARES OF THE COMPANY’S
6.625% SERIES F CUMULATIVE REDEEMABLE PREFERRED STOCK (“SERIES F PREFERRED STOCK”) REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE COMPANY’S
MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE ARTICLES SUPPLEMENTARY FOR THE
SERIES F PREFERRED STOCK, (i) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF SERIES F PREFERRED STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING SERIES F PREFERRED STOCK OF
THE COMPANY; (ii) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF SERIES F PREFERRED STOCK THAT, TAKING INTO ACCOUNT ANY OTHER CAPITAL STOCK OF THE COMPANY BENEFICIALLY OR CONSTRUCTIVELY OWNED BY SUCH PERSON, WOULD RESULT IN SUCH
PERSON BENEFICIALLY OR CONSTRUCTIVELY OWNING CAPITAL STOCK WITH A VALUE IN EXCESS OF 9.8% OF THE VALUE OF THE COMPANY’S OUTSTANDING CAPITAL STOCK; (iii) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF SERIES F PREFERRED STOCK
THAT, TAKING INTO ACCOUNT ANY OTHER CAPITAL STOCK OF THE COMPANY BENEFICIALLY OR CONSTRUCTIVELY OWNED BY SUCH PERSON, WOULD RESULT IN THE COMPANY BEING “CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE COMPANY TO FAIL
TO QUALIFY AS A REIT; AND (iv) ANY TRANSFER OF SHARES OF SERIES F PREFERRED STOCK THAT, IF EFFECTIVE, WOULD RESULT IN THE CAPITAL STOCK OF THE COMPANY BEING BENEFICIALLY OWNED BY FEWER THAN 100 PERSONS WILL BE VOID AB INITIO AND THE INTENDED
TRANSFEREE WILL ACQUIRE NO RIGHTS IN SUCH SHARES OF SERIES F PREFERRED STOCK. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES F PREFERRED STOCK WHICH CAUSES OR WILL CAUSE A PERSON TO
BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES F PREFERRED STOCK IN EXCESS OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE COMPANY. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP IN (i) THROUGH (iii) ABOVE ARE VIOLATED, THE SERIES F
PREFERRED STOCK REPRESENTED HEREBY IN EXCESS OF SUCH RESTRICTIONS WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE COMPANY MAY REDEEM SHARES UPON THE TERMS AND
CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS,
ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND WHICH ARE DEFINED IN THE ARTICLES SUPPLEMENTARY FOR THE SERIES F PREFERRED STOCK SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN SUCH
ARTICLES SUPPLEMENTARY, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF SERIES F PREFERRED STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR
SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE. 
 Keep this Certificate in a safe place. If it is lost,
stolen, or destroyed, the Company will require a bond of indemnity as a condition to the issuance of a replacement certificate. 
 The following
abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: 

 

									
	TEN COM	  	—	  	as tenants in common	  	UNIF GIFT MIN ACT	  	                             
            Custodian        
	 TEN ENT
	  	—	  	as tenants by the entireties	  		  	(Custodian)                        
(Minor)
	 JT TEN
	  	—	  	as joint tenants with right of	  		  	under Uniform Gifts to Minors Act of
		  		  	survivorship and not as tenants	  		  	  

		  		  	in common	  		  	(State)

 Additional abbreviations may also be used though not in the above list. 

 

					
	FOR VALUE RECEIVED,	 	  
	 	DOES HEREBY SELL, ASSIGN AND TRANSFER UNTO

 PLEASE INSERT SOCIAL SECURITY OR OTHER 
             IDENTIFYING NUMBER OF ASSIGNEE 
  

							
	 	 		 		 	

  
  

(Please Print or Typewrite Name and Address, Including Zip Code, of Assignee) 

 
  
  

 
  

 
 shares of the 6.625% Series F Cumulative
Redeemable Preferred Stock represented by the within Certificate and does hereby irrevocably constitute and appoint 
  

 
 to transfer the said stock on the books of the
within named Company with full power of substitution in the premises. 
 Dated
                             

 

			
	
		
	X	 	  

	X	 	  

	NOTICE:	 	THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAMES AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.


 Signature(s) Guaranteed 

			
		
	By	 	 

 THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR 
 INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND 
 CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE 
 MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.