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: MOGHADAM HAMID R (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-01	Common Stock	J	40112	$0.00	Disposed	35601	Direct
2013-02-01	Common Stock	M	105244	$0.00	Acquired	318958	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-01	Restricted Stock Units	$0.00	M	23337	Disposed		Common Stock (23337)	Direct
2013-02-01	Restricted Stock Units	$0.00	M	41795	Disposed		Common Stock (41795)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	803945	Indirect
Common Stock	2255395	Indirect
Common Stock	131776	Indirect

Footnotes

F1: Transfer of ownership of restricted stock (RSAs) following vest on Feb. 1, 2013 from direct to indirect (Rabbi Trust). RSAs are deferred pursuant to deferral election under our Deferred Compensation Plans.

F2: Conversion of Restricted Stock Units (RSUs) following vest on February 1, 2013 as reported in Table II below. RSAs are deferred pursuant to deferral election under our deferred compensation plans. Also includes transfer of vested restricted stock from direct to indirect ownership.

F3: Held indirectly through a rabbi trust pursuant to our nonqualified deferred compensation plans.

F4: Held indirectly through a rabbi trust pursuant to the AMB Property Corporation 2011 Notional Account Deferred Compensation Plan.

F5: Held indirectly in a trust FBO the reporting person with the reporting person and his spouse as sole trustees.

F6: Held indirectly in a trust with the reporting person as trustee.

F7: 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 40% of the RSUs will vest on February 1, 2014, and 20% of the RSUs will vest on February 1, 2015.

F8: 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.