Prologis, Inc. — Director's Dealing 2015

Feb 18, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Prologis, Inc. (PLD)
CIK: 0001045609
Period of Report: 2015-02-13

Reporting Person: MOGHADAM HAMID R (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-13	Common Stock	J	9332	$0.00	Disposed	0	Direct
2015-02-13	Common Stock	J	9332	$0.00	Acquired	528899	Indirect
2015-02-13	Common Stock	M	40565	$0.00	Acquired	569464	Indirect
2015-02-13	Common Stock	M	11668	$0.00	Acquired	581132	Indirect
2015-02-13	Common Stock	M	19923	$0.00	Acquired	601055	Indirect
2015-02-13	Common Stock	M	64312	$0.00	Acquired	665367	Indirect
2015-02-13	Common Stock	M	20206	$0.00	Acquired	685573	Indirect
2015-02-13	Common Stock	M	65369	$0.00	Acquired	750942	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-13	Restricted Stock Units	$0.00	M	40565	Disposed		Common Stock (40565)	Direct
2015-02-13	Restricted Stock Units	$0.00	M	11668	Disposed		Common Stock (11668)	Direct
2015-02-13	Restricted Stock Units	$0.00	M	19923	Disposed		Common Stock (19923)	Direct
2015-02-13	Restricted Stock Units	$0.00	M	64312	Disposed		Common Stock (64312)	Direct
2015-02-13	Restricted Stock Units	$0.00	M	20206	Disposed		Common Stock (20206)	Direct
2015-02-13	Restricted Stock Units	$0.00	M	65369	Disposed		Common Stock (65369)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	803945	Indirect
Common Stock	2219089	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, 2015 and issuance to reporting person on February 13, 2015. RSAs are deferred pursuant to deferral election under our non-qualified deferred compensation (NQDC) plans.

F2: Held indirectly through a rabbi trust pursuant to our NQDC plans.

F3: Conversion of 33% of the original Restricted Stock Unit (RSU) grant following vest on February 1, 2015. 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 NQDC plan upon conversion on February 13, 2015.

F4: Conversion of 20% of the original RSU grant following vest on February 1, 2015. 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 NQDC plan upon conversion on February 13, 2015.

F5: Conversion of 40% of the original RSU grant following vest on February 5, 2015. 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 NQDC plan upon conversion on February 13, 2015. The remaining 20% of the original RSU grant will vest on February 5, 2016.

F6: Conversion of 33% of the original RSU grant following vest on February 5, 2015. 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 NQDC plan upon conversion on February 13, 2015. The remaining 33% of the original RSU grant will vest on February 5, 2016.

F7: Conversion of 40% of the original RSU grant following vest on February 13, 2015. 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 NQDC plan upon conversion on February 13, 2015. The remaining original RSU grant will vest on February 13, 2016 (40%) February 13, 2017 (20%).

F8: Conversion of 34% of the original RSU grant following vest on February 13, 2015. 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 NQDC plan upon conversion on February 13, 2015. The remaining 66% of the original RSU grant will vest ratably on February 13, 2016 and February 13, 2017.

F9: Held indirectly through a rabbi trust pursuant to the AMB Property Corporation 2011 Notional Account Deferred Compensation Plan.

F10: Held indirectly in a trust FBO the reporting person with the reporting person and his spouse as sole trustees.

F11: Held indirectly in a trust with the reporting person as trustee.