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: Olinger Thomas S (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-03	Common Stock	J	12902	$0.00	Disposed	56814	Direct
2014-02-03	Common Stock	M	9507	$0.00	Acquired	66321	Direct
2014-02-03	Common Stock	F	3646	$38.17	Disposed	62675	Direct
2014-02-03	Common Stock	J	12902	$0.00	Acquired	38707	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-03	Restricted Stock Units	$0.00	M	9507	Disposed		Common Stock (9507)	Direct

Footnotes

F1: Transfer of ownership from direct to indirect (Rabbi Trust) of restricted stock (RSAs) following vest on February 1, 2014 and issuance to reporting person on February 3, 2014. RSAs are deferred pursuant to deferral election under our non-qualified deferred compensation plans.

F2: Conversion of 33% of RSU grant following vest on February 1, 2014 and issuance to reporting person 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.

F3: 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.

F4: Held indirectly through a rabbi trust pursuant to our non-qualified deferred compensation plans.