Edgar Filing: Digital Realty Trust, Inc.

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MAGNUSON RICHARD A

2. Issuer Name and Ticker or Trading Symbol
Digital Realty Trust, Inc. [DLR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive Chairman

(Last)

(First)

(Middle)

2730 SAND HILL ROAD, SUITE 280

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2006

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	03/28/2006		C⁽¹⁾⁽²⁾		900,747	A	⁽²⁾	900,747 ⁽³⁾	I	By Global Innovation Manager, LLC
Common Stock, par value $0.01 per share	03/28/2006		S		900,563	D	$ 26.16	184 ⁽³⁾	I	By Global Innovation Manager, LLC
Common Stock, par value $0.01 per share	03/28/2006		C⁽¹⁾⁽⁴⁾		156,472	A	⁽⁴⁾	156,472 ⁽³⁾	I	By Global Innovation Contributors, LLC
Common Stock, par value $0.01 per share	03/28/2006		S		156,472	D	$ 26.16	0 ⁽³⁾	I	By Global Innovation Contributors, LLC

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Units

⁽⁵⁾

03/28/2006

C⁽¹⁾⁽²⁾

900,747 ⁽³⁾

⁽²⁾

⁽⁶⁾

Common Stock

900,747

$ 0 ⁽¹⁾

By Global Innovation Manager, LLC

Common Units

⁽⁵⁾

03/28/2006

C⁽¹⁾⁽⁴⁾

156,472 ⁽³⁾

⁽²⁾

⁽⁶⁾

Common Stock

156,472

$ 0 ⁽¹⁾

By Global Innovation Contributors, LLC

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MAGNUSON RICHARD A 2730 SAND HILL ROAD SUITE 280 MENLO PARK, CA 94025	X		Executive Chairman

Signatures

/s/ Richard A. Magnuson		03/30/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On March 27, 2006, Global Innovation Partners, LLC made a pro rata distribution of 4,030,184 common limited partnership units ("Units") of Digital Realty Trust, L.P., a Maryland Limited Partnership (the "Operating Partnership") to its members in a transaction exempt under Rule 16a-13 promulgated under the Securities Exchange Act of 1934 (the "Distribution"), including a distribution of 900,747 Units to Global Innovation Manager, LLC ("GI Manager") and a distribution of 156,472 Units to Global Innovation Contributors, LLC ("GI Contributors").
(2)	GI Manager redeemed the 900,747 Units received in the Distribution. Units are redeemable for an equal number for cash based on the fair market value of an equivalent number of shares of the Issuer's common stock, or, at the election of the Issuer, an equal number of shares of the Issuer's common stock. The Issuer elected to redeem GI Manager's Units with shares of its common stock.
(3)	Mr. Magnuson directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the shares of owned by GI Contributors and GI Manager. Mr. Magnuson disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(4)	GI Contributors redeemed 156,472 Units received in the Distribution. Units are redeemable for an equal number for cash based on the fair market value of an equivalent number of shares of the Issuer's common stock, or, at the election of the Issuer, an equal number of shares of the Issuer's common stock. The Issuer elected to redeem GI Contributors' Units with shares of its common stock.
(5)	1 for 1
(6)	N/A

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