Prologis, Inc. — Director's Dealing 2014

Feb 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Prologis, Inc. (PLD)
CIK: 0001045609
Period of Report: 2014-01-30

Reporting Person: Curless Michael S (Chief Investment Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-30	Common Stock	M	2946	$0.00	Acquired	11053	Direct
2014-01-30	Common Stock	M	105	$0.00	Acquired	11158	Direct
2014-01-30	Common Stock	F	1223	$38.81	Disposed	9935	Direct
2014-01-30	Common Stock	M	2947	$0.00	Acquired	12882	Direct
2014-01-30	Common Stock	F	1103	$38.81	Disposed	11779	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-30	Restricted Stock Units	$0.00	M	2946	Disposed		Common Stock (2946)	Direct
2014-01-30	Dividend Equivalent Units	$0.00	M	105	Disposed		Common Stock (105)	Direct
2014-01-30	Restricted Stock Units	$0.00	M	2947	Disposed		Common Stock (2947)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15016	Indirect
Common Stock	15015	Indirect

Footnotes

F1: Conversion of Restricted Share Units (RSUs) following vest and issuance to reporting person on January 30, 2014. The RSUs converted into Prologis common stock after vesting on a 1-for-1 basis. RSUs have no exercise price or expiration date.

F2: Balance in column 5 includes an adjustment of 102 shares omitted in previous filing.

F3: Conversion of Dividend Equivalent Units (DEUs) following vest on January 30, 2014. 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.

F4: Shares withheld for payment of the tax liability associated with the receipt of common stock acquired upon the vesting of the RSUs referenced in Table II.

F5: Conversion of Restricted Share Units (RSUs) following vest on January 28, 2014 and issued to the reporting person on January 30, 2014. The RSUs converted into Prologis common stock after vesting on a 1-for-1 basis. RSUs have no exercise price or expiration date.

F6: Held indirectly in a trust of which the reporting person is the trustee and beneficiary.

F7: Held indirectly in a trust of which the reporting person's spouse is the trustee and beneficiary.