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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-28	Common Stock	M	4419	$0.00	Acquired	133877	Direct
2012-01-28	Common Stock	M	106	$0.00	Acquired	133983	Direct
2012-01-28	Common Stock	F	1407	$32.52	Disposed	132576	Direct
2012-01-28	Common Stock	M	3035	$0.00	Acquired	135611	Direct
2012-01-28	Common Stock	F	944	$32.52	Disposed	134667	Direct
2012-01-30	Common Stock	M	4464	$0.00	Acquired	139131	Direct
2012-01-30	Common Stock	F	1388	$32.52	Disposed	137743	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-28	Restricted Share Units	$0.00	M	4419	Disposed		Common Stock (4419)	Direct
2012-01-28	Dividend Equivalent Units	$0.00	M	106	Disposed		Common Stock (106)	Direct
2012-01-28	Restricted Share Units	$0.00	M	3035	Disposed		Common Stock (3035)	Direct
2012-01-30	Restricted Share Units	$0.00	M	4464	Disposed		Common Stock (4464)	Direct

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 February 27, 2009 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 the 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.

F5: Conversion of 25% of RSUs following vest on January 30, 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 75% of the RSUs will vest ratably on January 30, 2013, January 30, 2014, and January 30, 2015.