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: MOGHADAM HAMID R (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-06	Common Stock	M	19923	$0.00	Acquired	453306	Indirect
2014-02-06	Common Stock	M	66261	$0.00	Acquired	519567	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-06	Restricted Stock Units	$0.00	M	19923	Disposed		Common Stock (19923)	Direct
2014-02-06	Restricted Stock Units	$0.00	M	66261	Disposed		Common Stock (66261)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9332	Direct
Common Stock	803945	Indirect
Common Stock	2255395	Indirect
Common Stock	131775	Indirect

Footnotes

F1: Conversion of 40% of RSU grant following vest on February 5, 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. Such shares were deferred under our non-qualified deferred compensation plan upon conversion on February 6, 2014. The remaining RSU grant will vest on February 5, 2015 (40%) and February 5, 2016 (20%).

F2: Held indirectly through a rabbi trust pursuant to our non-qualified deferred compensation plans.

F3: Conversion of 34% of RSU grant following vest on February 5, 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. Such shares were deferred under our non-qualified deferred compensation plan upon conversion on February 6, 2014. The remaining 66% of the RSU grant will vest ratably on February 5, 2015 and February 5, 2016.

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.