Prologis, Inc. — Director's Dealing 2013

Jan 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Prologis, Inc. (PLD)
CIK: 0001045609
Period of Report: 2012-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-31	Common Stock	M	422732	$0.00	Acquired	550741	Direct
2012-12-31	Common Stock	M	3850	$0.00	Acquired	554591	Direct
2012-12-31	Common Stock	F	175244	$36.49	Disposed	379347	Direct
2012-12-31	Common Stock	G	3500	$0.00	Disposed	375847	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-31	Restricted Stock Units	$0.00	M	422732	Disposed		Common Stock (422732)	Direct
2012-12-31	Dividend Equivalent Units	$0.00	M	3850	Disposed		Common Stock (3850)	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 unvested Restricted Share Units (RSUs) following vest on December 31, 2012 as terms of retirement of reporting person. The RSUs convert into Prologis common stock upon vesting on a 1-for-1 basis, and have no exercise price or expiration date.

F2: Conversion of 100% of unvested Dividend Equivalent Units (DEUs) accrued on RSUs which were vested on December 31, 2012 as terms of retirement of reporting person. DEUs convert into Prologis common stock upon vesting on a 1-for-1 basis of such earned RSUs and have no exercise price or expiration date.

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