Prologis, Inc. — Director's Dealing 2011

Nov 14, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Prologis, Inc. (PLD)
CIK: 0001045609
Period of Report: 2011-11-11

Reporting Person: SULLIVAN WILLIAM E (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-11	Common Stock	M	41850	$0.00	Acquired	161785	Direct
2011-11-11	Common Stock	M	4228	$0.00	Acquired	166013	Direct
2011-11-11	Common Stock	F	18929	$28.48	Disposed	147084	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-11	Restricted Share Units	$0.00	M	41850	Disposed		Common Stock (41850)	Direct
2011-11-11	Dividend Equivalent Units	$0.00	M	4228	Disposed		Common Stock (4228)	Direct

Footnotes

F1: Conversion of 50% of Restricted Share Unit (RSUs) award following vest on November 11, 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 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 in 2009, and vest simultaneously 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 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.