Prologis, Inc. — Director's Dealing 2012

Jan 31, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Prologis, Inc. (PLD)
CIK: 0001045609
Period of Report: 2012-01-28

Reporting Person: RAKOWICH WALTER C (Co-Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-28	Common Stock	M	36828	$0.00	Acquired	392530	Direct
2012-01-28	Common Stock	M	885	$0.00	Acquired	393415	Direct
2012-01-28	Common Stock	F	15493	$32.52	Disposed	377922	Direct
2012-01-28	Common Stock	M	37420	$0.00	Acquired	415342	Direct
2012-01-28	Common Stock	F	15373	$32.52	Disposed	399969	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-28	Restricted Share Units	$0.00	M	36828	Disposed		Common Stock (36828)	Direct
2012-01-28	Dividend Equivalent Units	$0.00	M	885	Disposed		Common Stock (885)	Direct
2012-01-28	Restricted Share Units	$0.00	M	37420	Disposed		Common (37420)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	225	Indirect
Common Stock	245	Indirect
Common Stock	389	Indirect

Footnotes

F1: Conversion of 50% of Restricted Share Units (RSUs) following vest on January 28, 2012. 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 January 28, 2013.

F2: 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.

F3: Shares withheld for payment of the tax liability associated with the receipt of common stock acquired upon the vesting of RSUs and DEUs referenced in Table II.

F4: Conversion of 34% of RSUs following vest on January 28, 2012. 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 66% of the RSUs will vest ratably on January 28, 2013 and January 28, 2014.