Prologis, Inc. — Director's Dealing 2011

Dec 20, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Prologis, Inc. (PLD)
CIK: 0001045609
Period of Report: 2011-12-18

Reporting Person: NEKRITZ EDWARD S (Chief Legal Off./Gen. Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-18	Common Stock	M	460	$0.00	Acquired	124768	Direct
2011-12-18	Common Stock	M	64	$0.00	Acquired	124832	Direct
2011-12-18	Common Stock	F	216	$27.51	Disposed	124616	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-18	Restricted Share Units	$0.00	M	460	Disposed		Common Stock (460)	Direct
2011-12-18	Dividend Equivalent Units	$0.00	M	64	Disposed		Common Stock (64)	Direct

Footnotes

F1: Conversion of 100% of Restricted Share Units (RSUs) following vest on December 18, 2011. The RSUs convert into Prologis common stock upon vesting on a 1-for-1 basis, and have no exercise price or expiration date.

F2: Represents the conversion of vested Dividend Equivalent Units (DEUs) earned on RSUs. DEUs were accrued on outstanding RSUs at the Prologis common stock distribution rate at the time distributions on common stock occured between December 18, 2007 and December 31, 2009, and vest with the underlying RSU. They are paid in the form of Prologis common stock at the rate of one common share per DEU. Balance in column 9 of Table II includes RSUs and DEUs.

F3: Shares withheld for payment of the tax liability associated with the receipt of common stock acquired upon the vesting of the RSUs and DEUs referenced in Table II.