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: MOGHADAM HAMID R (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-03	Common Stock	J	26269	$0.00	Disposed	9332	Direct
2014-02-03	Common Stock	M	26269	$0.00	Acquired	369482	Indirect
2014-02-03	Common Stock	M	63901	$0.00	Acquired	433383	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-03	Restricted Stock Units	$0.00	M	23336	Disposed		Common Stock (23336)	Direct
2014-02-03	Restricted Stock Units	$0.00	M	40565	Disposed		Common Stock (40565)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	803945	Indirect
Common Stock	2255395	Indirect
Common Stock	131775	Indirect

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

F3: Conversion of Restricted Stock Units (RSUs) following vest on February 1, 2014 and issuance to reporting person on February 3, 2014 as reported in Table II below. RSUs are deferred pursuant to deferral election under our non-qualified deferred compensation plans.

F4: Held indirectly through a rabbi trust pursuant to the AMB Property Corporation 2011 Notional Account Deferred Compensation Plan.

F5: Held indirectly in a trust FBO the reporting person with the reporting person and his spouse as sole trustees.

F6: Held indirectly in a trust with the reporting person as trustee.

F7: Conversion of 40% 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 20% of the RSU grant will vest on February 1, 2015.

F8: 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.