Prologis, Inc. — Director's Dealing 2014

Feb 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Prologis, Inc. (PLD)
CIK: 0001045609
Period of Report: 2014-02-03

Reporting Person: REILLY EUGENE F (CEO, The Americas)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-03	Common Stock	M	20282	$0.00	Acquired	189632	Direct
2014-02-03	Common Stock	F	6652	$38.17	Disposed	182980	Direct
2014-02-03	Common Stock	F	11950	$38.17	Disposed	171030	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-03	Restricted Stock Units	$0.00	M	20282	Disposed		Common Stock (20282)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20000	Indirect

Footnotes

F1: Conversion of 33% of RSU grant following vest on February 1, 2014 and issuance to reporting person on February 3, 2014. The RSU grant converts into Prologis common stock upon vesting on a 1-for-1 basis, and have no exercise price or expiration date. The remaining 33% of the RSU grant will vest on February 1, 2015.

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: Shares withheld for payment of the tax liability associated with the vesting of RSAs on February 1, 2014. The release of vested common shares to the reporting person occured on February 3, 2014.

F4: Grantor retained annuity trust for which the reporting person is the trustee and sole recipient of the annuity.