Prologis, Inc. — Director's Dealing 2012

Nov 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Prologis, Inc. (PLD)
CIK: 0001045609
Period of Report: 2012-11-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-11	Common Stock	M	27900	$0.00	Acquired	175134	Direct
2012-11-11	Common Stock	M	2817	$0.00	Acquired	177951	Direct
2012-11-11	Common Stock	F	12619	$33.39	Disposed	165332	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-11	Restricted Stock Units	$0.00	M	27900	Disposed		Common Stock (27900)	Direct
2012-11-11	Dividend Equivalent Units	$0.00	M	2817	Disposed		Common Stock (2817)	Direct

Footnotes

F1: Conversion of 100% Restricted Stock Units (RSUs) following vest on November 11, 2012. The RSUs convert into Prologis common stock upon vesting on a 1-for-1 basis, and have no exercise price or expiration date.

F2: Balance in column 5 includes 22 shares acquired under the Prologis 401k Plan since the last filing.

F3: 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 November 11, 2008 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.

F4: Shares withheld for payment of the tax liability associated with the receipt of common stock acquired upon the vesting of the RSUs referenced in Table II.