Prologis, Inc. — Director's Dealing 2014

Feb 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Prologis, Inc. (PLD)
CIK: 0001045609
Period of Report: 2014-02-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-06	Common Stock	M	9496	$0.00	Acquired	216657	Direct
2014-02-06	Common Stock	F	3037	$39.58	Disposed	213620	Direct
2014-02-06	Common Stock	M	5528	$0.00	Acquired	219148	Direct
2014-02-06	Common Stock	F	1884	$39.58	Disposed	217264	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-06	Restricted Stock Units	$0.00	M	9496	Disposed		Common Stock (9496)	Direct
2014-02-06	Restricted Stock Units	$0.00	M	5528	Disposed		Common Stock (5528)	Direct

Footnotes

F1: Conversion of 34% of RSU grant following vest on February 5, 2014 and issuance to reporting person on February 6, 2014. The RSU grant converts into Prologis common stock upon vesting on a 1-for-1 basis, and has no exercise price or expiration date. The remaining 66% of the RSU grant will vest ratably on February 5, 2015 and February 5, 2016.

F2: 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.

F3: Conversion of 40% of RSU grant following vest on February 5, 2014 and issuance to reporting person on February 6, 2014. The RSU grant converts into Prologis common stock upon vesting on a 1-for-1 basis, and has no exercise price or expiration date. The remaining RSU grant will vest on February 5, 2015 (40%) and February 5, 2016 (20%).