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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-01	Common Stock	M	3955	$0.00	Acquired	141711	Direct
2012-02-01	Common Stock	F	1229	$32.54	Disposed	140482	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-01	Performance Share Units	$0.00	A	7679	Acquired		Common Stock (7679)	Direct
2012-02-01	Restricted Share Units	$0.00	A	16326	Acquired		Common Stock (16326)	Direct
2012-02-01	Restricted Share Units	$0.00	A	18765	Acquired		Common Stock (18765)	Direct

Footnotes

F1: Represents conversion of 34% of earned Performance Share Award Units (PSA Units) granted 1/28/2011, of which the earned amount was determined on 2/1/2012, based upon achievement of company and individual goals. After the earned amount was determined, the earned PSA Units have a vesting schedule of 34% on 1/28/2012, and 33% on each of 1/28/2013 and 1/28/2014. Earned PSA Units convert into Prologis common shares on a 1-for-1 basis, and have no exercise price or expiration date.

F2: Balance in column 5 includes 13 shares acquired under the Prologis 401k Plan since the last filing.

F3: Shares withheld for payment of the tax liability associated with the receipt of common stock acquired upon the vesting of the PSA Units and DEUs.

F4: PSA Units awarded 1/28/2011 were earned for the performance period from 1/1/2011 through 12/31/2011. This transaction represents the unvested portions of the earned PSA Units and DEUs that will continue to vest and payout in common shares on a 1-for-1 basis, 50% on each of 1/28/2013 and 1/28/2014.

F5: 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 shares upon vesting on a 1-for-1 basis. RSUs have no exercise price or expiration date.

F6: 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 shares upon vesting on a 1-for-1 basis. RSUs have no exercise price or expiration date.