Prologis, Inc. — Director's Dealing 2013

Feb 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Prologis, Inc. (PLD)
CIK: 0001045609
Period of Report: 2013-02-01

Reporting Person: Olinger Thomas S (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-01	Common Stock	J	12902	$0.00	Disposed	68701	Direct
2013-02-01	Common Stock	M	9796	$0.00	Acquired	78497	Direct
2013-02-01	Common Stock	F	5337	$40.48	Disposed	73160	Direct
2013-02-01	Common Stock	J	12902	$0.00	Acquired	25805	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-01	Restricted Stock Units	$0.00	M	9796	Disposed		Common Stock (9796)	Direct

Footnotes

F1: Transfer of ownership of restricted stock (RSAs) following vest on February 1, 2013 from direct to indirect (Rabbi Trust). RSAs are deferred pursuant to deferral election under our nonqualified deferred compensation plans.

F2: Conversion of 34% of RSUs following vest on February 1, 2013. 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% will vest ratably on February 1, 2014 and February 1, 2015.

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