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: 2011-07-09

Reporting Person: Palazzolo Lori A (SVP Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-09	Common Stock	M	95	$0.00	Acquired	4165	Direct
2011-07-09	Common Stock	F	31	$36.78	Disposed	4134	Direct
2011-12-18	Common Stock	M	24	$0.00	Acquired	4158	Direct
2011-12-18	Common Stock	M	3	$0.00	Acquired	4161	Direct
2011-12-18	Common Stock	F	9	$27.51	Disposed	4152	Direct
2011-12-18	Common Stock	M	7	$0.00	Acquired	4159	Direct
2011-12-18	Common Stock	F	3	$27.51	Disposed	4156	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-09	Restricted Share Units	$0.00	M	95	Disposed		Common Stock (95)	Direct
2011-12-18	Restricted Share Units	$0.00	M	24	Disposed		Common Stock (24)	Direct
2011-12-18	Dividend Equivalent Units	$0.00	M	3	Disposed		Common Stock (3)	Direct
2011-12-18	Restricted Share Units	$0.00	M	7	Disposed		Common Stock (7)	Direct

Footnotes

F1: Conversion of 50% of Restricted Share Units (RSUs) following vest on July 9, 2011. The RSUs convert into Prologis common stock upon vesting on a 1-for-1 basis, and have no exercise price or expiration date. The remaining 50% of the RSUs will vest on July 9, 2012.

F2: Balance in column 5 includes 4 shares acquired under the Prologis 401k Plan since the last filing.

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.

F4: Conversion of 100% of 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.

F5: 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.

F6: Conversion of 50% of 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. The remaining 50% of the RSUs will vest on December 18, 2012.