Prologis, Inc. — Director's Dealing 2015

May 1, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Prologis, Inc. (PLD)
CIK: 0001045609
Period of Report: 2015-04-29

Reporting Person: STEUERT D MICHAEL (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-04-29	Common Stock	M	16938	$0.00	Acquired	16938	Direct
2015-04-29	Common Stock	M	4925	$0.00	Acquired	21863	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-04-29	Deferred Stock Units and Dividend Equivalent Units	$0.00	M	16942	Disposed		Common Stock (16942)	Direct
2015-04-29	Phantom Shares and Dividend Equivalent Units-NQDC	$0.00	M	4928	Disposed		Common Stock (4928)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Deferred Stock Units and Dividend Equivalent Units-NQDC	$0.00		Common Stock (10684)	10684	Direct
Phantom Shares and Dividend Equivalent Units	$0.00		Common Stock (16882)	16882	Direct

Footnotes

F1: Conversion of Deferred Stock Units (DSUs) and Dividend Equivalent Units (DEUs) associated with previous service on the board of ProLogis, our merger partner, and assumed by us in June 2011, following vest on April 29, 2015 as terms of retirement of reporting person. The DSUs and DEUs convert into Prologis common stock upon vesting on a 1-for-1 basis, and have no exercise price or expiration date. The difference of 4 shares represents cumulative fractional shares which have been converted to a cash payout.

F2: Conversion of phantom shares and DEUs earned on director fees deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan (the NQDC Plan), following vest on April 29, 2015 as terms of retirement of reporting person. The phantom shares and DEUs convert into Prologis common stock on a 1-for-1 basis, and have no exercise price or expiration date. The difference of 3 shares represents cumulative fractional shares which have been converted to a cash payout.

F3: Represents DSUs and DEUs earned on DSUs which are paid in the form of Prologis common stock at the rate of one common share per DSU or DEU. Distribution terms are not affected by reporting person's retirement and will remain as provided for under original grant agreements. Balance in column 9 includes DSUs and DEUs.

F4: Represents phantom shares and DEUs earned on phantom shares associated with previous service on the board of ProLogis, our merger partner, and assumed by us in June 2011. Phantom shares and DEUs are paid in the form of Prologis common stock at the rate of one common share per phantom share or DEU. Distribution deferred until January 4, 2016 as provided under previous deferral elections. Balance in column 9 includes phantom shares and DEUs.