Prologis, Inc. — Director's Dealing 2013

Feb 7, 2013

SEC Form 4/A — Form 4/A

Issuer: Prologis, Inc. (PLD)
CIK: 0001045609
Period of Report: 2013-01-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-28	Common Stock	M	2209	$0.00	Acquired	174002	Direct
2013-01-28	Common Stock	M	106	$0.00	Acquired	174108	Direct
2013-01-28	Common Stock	F	740	$40.93	Disposed	173368	Direct
2013-01-30	Common Stock	M	3707	$0.00	Acquired	177075	Direct
2013-01-30	Common Stock	M	132	$0.00	Acquired	177207	Direct
2013-01-30	Common Stock	F	1227	$40.05	Disposed	175980	Direct
2013-02-01	Common Stock	M	13057	$0.00	Acquired	189037	Direct
2013-02-01	Common Stock	F	4175	$40.48	Disposed	184862	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-28	Restricted Stock Units	$0.00	M	2209	Disposed		Common Stock (2209)	Direct
2013-01-28	Dividend Equivalent Units	$0.00	M	106	Disposed		Common Stock (106)	Direct
2013-01-30	Restricted Stock Units	$0.00	M	3707	Disposed		Common Stock (3707)	Direct
2013-01-30	Dividend Equivalent Units	$0.00	M	132	Disposed		Common Stock (132)	Direct
2013-02-01	Restricted Stock Units	$0.00	M	7506	Disposed		Common Stock (7506)	Direct
2013-02-01	Restricted Stock Units	$0.00	M	5551	Disposed		Common Stock (5551)	Direct

Footnotes

F1: Conversion of one third of RSUs following vest on January 30, 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 shares vest ratably on January 30, 2014 and January 30, 2015.

F2: Conversion of Dividend Equivalent Units (DEUs) following vest on January 28, 2013. DEUs were accrued on outstanding RSUs at the Prologis common stock distribution rate at the time distributions on common stock occurred 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 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 50% of RSUs following vest on January 28, 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 RSUs vest on January 28, 2014.

F5: Conversion of Restricted Share Units (RSUs) following vest on 2/1/2013 as reported in Table II. The RSUs convert into Prologis common stock upon vesting on a 1-for-1 basis, and have no exercise price or expiration date.

F6: Conversion of 40% 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 RSUs will vest on February 1, 2014 (2/3) and on February 1, 2015 (1/3).

F7: 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 RSUswill vest ratably on February 1, 2014 and February 1, 2015.