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: 2012-12-20

Reporting Person: LYONS IRVING F III (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-28	Dividend Equivalent Units	$0.00	A	56	Acquired		Common Stock (56)	Direct
2012-12-28	Dividend Equivalent Units	$0.00	A	8	Acquired		Common Stock (8)	Direct
2012-12-28	Dividend Equivalent Units	$0.00	A	28	Acquired		Common Stock (28)	Direct
2012-12-20	Prologis Limited Partnership I Units	$0.00	G	5376	Disposed		Common Stock (5376)	Indirect

Footnotes

F1: Represents Dividend Equivalent Units (DEUs) earned on Deferred Share Units (DSUs). DEUs accrue on outstanding DSUs at the Prologis common stock dividend rate at the time dividends are paid on Prologis common stock. DEUs vest upon issuance and the receipt of such DEUs is deferred, as are the underlying DSUs, during the period the reporting person serves as a director. DEUs are paid in the form of Prologis common stock at the rate of one common share per DEU. Balance in column 9 includes DSUs and DEUs.

F2: Represents DEUs earned on phantom shares. DEUs accrue on outstanding phantom shares at the Prologis common stock dividend rate at the time dividends are paid on Prologis common stock. DEUs vest upon issuance and the receipt of such DEUs is deferred in accordance with the deferral election made by the reporting person applicable to the underlying phantom shares. DEUs are paid in the form of Prologis common stock at the rate of one common share per DEU. Balance in column 9 includes phantom shares and DEUs.

F3: Represents DEUs earned on stock units deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan (NQDC Plan). DEUs accrue on outstanding deferred stock units at the Prologis common stock dividend rate at the time dividends are paid on Prologis common stock. DEUs and the underlying deferred stock units vest 100% on the earlier of the first anniversary of the grant date or the first annual meeting of the stockholders of Prologis (generally in May each year). The receipt of such DEUs is deferred along with the underlying deferred stock units. DEUs are paid in the form of Prologis common stock at the rate of one common share per DEU. Balance in column 9 includes deferred stock units and DEUs.

F4: Gift of limited partnership units. The units have no exercisable date or expiration date.