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Prologis, Inc. Director's Dealing 2011

Jan 4, 2011

29861_dirs_2011-01-04_1778c28d-ea0f-4220-8073-8898617b0e72.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMB PROPERTY CORP (AMB)
CIK: 0001045609
Period of Report: 2011-01-03

Reporting Person: MOGHADAM HAMID R (Director, Chairman & CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-01-03 Common Stock M 152672 $24.69 Acquired 3410943 Direct
2011-01-03 Common Stock F 116665 $32.31 Disposed 3294278 Direct
2011-01-03 Common Stock D 36007 Disposed 3258271 Direct
2011-01-03 Stock Units A 36007 Acquired 3294278 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-01-03 Non-Qualified Stock Option (right to buy) $24.69 M 152672 Disposed 2011-05-22 Common Stock (152672) Direct

Footnotes

F1: All transactions covered by this Form 4 were conducted pursuant to and in accordance with a 10b5-1 plan dated November 1, 2010. Reporting person elected to defer the gains from the stock option exercise reported on this Form 4 into the Amended and Restated AMB Nonqualified Deferred Compensation Plan (the "Plan"). In connection with this election, reporting person exercised the option via a stock-for-stock exercise. The deferral of the resulting gains was credited to the reporting person's account in the form of an equivalent number of stock units, each of which represents the reporting person's right to receive a share of AMB common stock upon distribution of his account. Distribution will occur upon retirement, death, other termination of employment or disability, upon AMB's change of control or on such other date as the reporting person elects.

F2: These shares were exchanged with AMB in a stock-for-stock swap transaction to pay for the aggregate exercise price of the options ($ 3,769,471.68 ) pursuant to the Plan.

F3: Solely a change in the form of ownership.

F4: Not applicable.

F5: Of the 3,294,278 securities beneficially owned, 239,188 shares are directly owned (D), 1,522,108 securities are indirectly held (I) through a Trust FBO reporting person with reporting person and spouse as sole trustees, 131,776 securities are indirectly held (I) through the HRM Trust 1997, U/A/D June 17, 1997 and 1,401,206 securities are indirectly held (I) through a rabbi trust pursuant to the Amended and Restated AMB Nonqualifed and Deferred Compensation Plan.

F6: The stock units are held indirectly through a rabbi trust pursuant to the Plan.

F7: The shares subject to the option vested fully on the date of grant, January 1, 2004.