Prologis, Inc. — Director's Dealing 2012

Feb 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Prologis, Inc. (PLD)
CIK: 0001045609
Period of Report: 2012-02-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-01	Common Stock	M	264343	$26.29	Acquired	3595945	Direct
2012-02-01	Common Stock	F	213569	$32.54	Disposed	3382376	Direct
2012-02-01	Common Stock	D	50774	—	Disposed	3331602	Direct
2012-02-01	Stock Units	A	50774	—	Acquired	3382376	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-01	Non-Qualified Stock Option (right to buy)	$26.29	M	83805	Disposed	2012-02-26	Common Stock (83805)	Direct
2012-02-01	Non-Qualified Stock Option (right to buy)	$26.29	M	27936	Disposed	2012-02-26	Common Stock (27936)	Direct
2012-02-01	Non-Qualified Stock Option (right to buy)	$26.29	M	152602	Disposed	2012-02-26	Common Stock (152602)	Direct
2012-02-01	Restricted Share Units	$0.00	A	122925	Acquired		Common Stock (122925)	Direct
2012-02-01	Restricted Share Units	$0.00	A	58341	Acquired		Common Stock (58341)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Prologis, L.P. PLP common limited partnership units	$0.00		Common Stock (388126)	388126	Indirect

Footnotes

F1: The option exercises covered by this Form 4 were conducted pursuant to and in accordance with a 10b5-1 plan dated August 11, 2011. Reporting person elected to defer the gains from the stock option exercise reported on this Form 4 into the Amended and Restated AMB Nonqualified Deferred Compensation Plan (the "Plan"). 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.

F2: These shares were exchanged with Prologis in a stock-for-stock swap transaction to pay for the aggregate exercise price of the options ($6,949,577.47) pursuant to the Plan.

F3: Solely a change in the form of ownership.

F4: Not applicable.

F5: Of the 3,382,376 securities beneficially owned, 75,713 are beneficially owned (D), 2,255,395 securities are indirectly owned (I) through a Trust FBO the reporting person with the reporting person and his spouse as sole trustees, 131,776 securities are indirectly held (I) through the HRM Trust 1997, U/A/D June 17, 1997, 115,547 securities are indirectly held (I) in the Amended and Restated AMB Non-Qualified Deferred Compensation Plan, and 803,945 securities are indirectly held (I) in the AMB Property Corporation 2011 Notional Account Deferred Compensation Plan. Total is reduced by 5 shares due to previous administrative error.

F6: The stock units are held indirectly through a rabbi trust pursuant to the Plan.

F7: Options issued under the 1997 Stock Incentive and Investment Plan which became fully vested on Jan. 1, 2005. There are 0 options remaining exercisable under this award.

F8: Options issued under the 2002 Stock Option and Incentive Plan which became fully vested on Jan. 1, 2005. There are 0 options remaining exercisable under this award.

F9: Restricted Share Units (RSUs) which vest 34% on 2/1/2013 and 33% on each of 2/1/2014 and 2/1/2015. The RSUs convert into Prologis common stock upon vesting on a 1-for-1 basis. RSUs have no exercise price or expiration date.

F10: RSUs which vest 40% on each of 2/1/2013 and 2/1/2014, and 20% on 2/1/2015. The RSUs convert into Prologis common stock upon vesting on a 1-for-1 basis. RSUs have no exercise price or expiration date.

F11: Reporting holdings of Prologis, L.P. PLP common limited partnership units, which are redeemable for shares of Prologis common stock on a one-for-one basis. The units have no expiration date.