Prologis, Inc. — Director's Dealing 2012

Jan 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Prologis, Inc. (PLD)
CIK: 0001045609
Period of Report: 2011-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-31	Common Stock	M	55800	$0.00	Acquired	371966	Direct
2011-12-31	Common Stock	M	5638	$0.00	Acquired	377604	Direct
2011-12-31	Common Stock	F	21902	$28.59	Disposed	355702	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-31	Restricted Share Units	$0.00	M	55800	Disposed		Common Stock (55800)	Direct
2011-12-31	Dividend Equivalent Units	$0.00	M	5638	Disposed		Common Stock (5638)	Direct

Holdings (Non-Derivative)

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

Footnotes

F1: Conversion of 100% of Restricted Share Units (RSUs) following vest on December 31, 2011. The RSUs convert into Prologis common stock upon vesting on a 1-for-1 basis, and have no exercise price or expiration date.

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.