Prologis, Inc. — Director's Dealing 2012

Dec 11, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Prologis, Inc. (PLD)
CIK: 0001045609
Period of Report: 2012-12-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-07	Common Stock	M	259462	$27.12	Acquired	335175	Direct
2012-12-07	Common Stock	S	259462	$35.01	Disposed	75713	Direct
2012-12-07	Common Stock	M	426028	$0.00	Acquired	501741	Direct
2012-12-07	Common Stock	F	327861	$35.24	Disposed	173880	Direct
2012-12-07	Common Stock	D	98167	$0.00	Disposed	75713	Direct
2012-12-07	Stock Units	A	98167	$0.00	Acquired	213714	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-07	Non-Qualified Stock Option (right to buy)	$27.12	M	259462	Disposed	2013-02-13	Common Stock (259462)	Direct
2012-12-07	Non-Qualified Stock Option (right to buy)	$27.12	M	296296	Disposed	2013-02-13	Common Stock (296296)	Direct
2012-12-07	Non-Qualified Stock Option (right to buy)	$27.12	M	129732	Disposed	2013-02-13	Common Stock (129732)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Stock Units	803945	Indirect
Common Stock	2255395	Indirect
Common Stock	131776	Indirect

Footnotes

F1: The option exercises covered by this Form 4 were conducted pursuant to and in accordance with a 10b5-1 plan dated May 4, 2012.

F2: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.00 to $35.05. The reporting person undertakes to provide to Prologis, Inc., any security holder of Prologis, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price.

F3: Reporting person elected to defer the gains from this stock option exercise reported on this Form 4 into the Amended and Restated AMB Nonqualified Deferred Compensation Plans (the "Plans"). 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 Prologis common stock upon distribution of his account. Distribution will occur upon retirement, death, other termination of employment or disability, upon Prologis' change of control or on such other date as the reporting person elects.

F4: Not applicable.

F5: These shares were exchanged with Prologis in a stock-for-stock swap transaction to pay for the aggregate exercise price of the options ($11,553,879.36) pursuant to the 10b5-1 plan.

F6: Solely a change in the form of ownership.

F7: Held indirectly through a rabbi trust pursuant to the Amended and Restated AMB Nonqualified Deferred Compensation Plans.

F8: Held indirectly through a rabbi trust pursuant to the AMB Property Corporation 2011 Notional Account Deferred Compensation Plan.

F9: Held indirectly in a trust FBO the reporting person with the reporting person and his spouse as sole trustees.

F10: Held indirectly in a trust with the reporting person as trustee.

F11: Options issued under the 2002 Stock Option and Incentive Plan which became fully vested on Jan. 1, 2006. There are 0 options remaining exercisable under this award.

F12: Options issued under the 2002 Stock Option and Incentive Plan which became fully vested on Feb. 13, 2003. There are 0 options remaining exercisable under this award.