Prologis, Inc. — Director's Dealing 2015

Jan 22, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Prologis, Inc. (PLD)
CIK: 0001045609
Period of Report: 2015-01-20

Reporting Person: REILLY EUGENE F (CEO, The Americas)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-20	Common Stock	D	9104	$0.00	Disposed	166912	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-20	Restricted Stock Units	$0.00	D	20282	Disposed		Common Stock (20282)	Direct
2015-01-20	Restricted Stock Units	$0.00	D	26625	Disposed		Common Stock (26625)	Direct
2015-01-20	Restricted Stock Units	$0.00	D	2867	Disposed		Common Stock (2867)	Direct
2015-01-20	Restricted Stock Units	$0.00	D	42860	Disposed		Common Stock (42860)	Direct
2015-01-20	LTIP Units	$0.00	A	9104	Acquired		Common Stock (9104)	Direct
2015-01-20	LTIP Units	$0.00	A	20282	Acquired		Common Stock (20282)	Direct
2015-01-20	LTIP Units	$0.00	A	26625	Acquired		Common Stock (26625)	Direct
2015-01-20	LTIP Units	$0.00	A	2867	Acquired		Common Stock (2867)	Direct
2015-01-20	LTIP Units	$0.00	A	42860	Acquired		Common Stock (42860)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20000	Indirect

Footnotes

F1: Cancellation of unvested restricted stock awards ("RSAs") that would have vested on 2/1/2015. RSAs were exchanged for LTIP Units of Prologis, L.P. (the "LTIP Units") on January 20, 2015.

F2: Grantor retained annuity trust for which the reporting person is the trustee and sole recipient of the annuity.

F3: Cancellation of unvested restricted stock units ("RSUs") that would have vested on 2/1/2015. RSUs were exchanged for LTIP Units of Prologis, L.P. on January 20, 2015.

F4: Cancellation of unvested RSUs that would have vested in equal amounts on 2/5/2015 and 2/5/2016. RSUs were exchanged for LTIP Units of Prologis, L.P. on January 20, 2015.

F5: Cancellation of unvested RSUs that would have vested in equal amounts on 8/13/2015 and 8/13/2016. RSUs were exchanged for LTIP Units of Prologis, L.P. on January 20, 2015.

F6: Cancellation of unvested RSUs that would have vested 34% on 2/13/2015 and 33% on each of 2/13/2016 and 2/13/2017. RSUs were exchanged for LTIP Units of Prologis, L.P. on January 20, 2015.

F7: Represents the LTIP Units issued to the reporting person on January 20, 2015 in exchange for unvested RSAs pursuant to the Prologis, Inc. ("the Company") 2012 Long-Term Incentive Plan. LTIP Units will vest on 2/1/2015, subject to continued employment.

F8: Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each vested LTIP Unit may be converted, at the election of the holder, into a common unit of limited partnership interest in Prologis, L.P. (a "Common Unit"). Each Common Unit acquired upon conversion of a vested LTIP Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of a share of Common Stock of the Company (the "Common Stock"), except that the Company may, at its election, acquire each Common Unit so presented for one share of Common Stock. The rights to convert vested LTIP Units into Common Units and redeem Common Units have no expiration dates.

F9: Represents the LTIP Units issued to the reporting person on January 20, 2015 in exchange for unvested RSUs pursuant to the Prologis, Inc. 2012 Long-Term Incentive Plan. LTIP Units will vest on 2/1/2015, subject to continued employment.

F10: Represents the LTIP Units issued to the reporting person on January 20, 2015 in exchange for unvested RSUs pursuant to the Prologis, Inc. 2012 Long-Term Incentive Plan. LTIP Units will vest in equal amounts on each of 2/5/2015 and 2/5/2016, subject to continued employment.

F11: Represents LTIP Units issued to the reporting person on January 20, 2015 in exchange for unvested RSUs and pursuant to the Prologis, Inc. 2012 Long-Term Incentive Plan. LTIP Units will vest in equal amounts on 8/13/2015 and 8/13/2016, subject to continued employment.

F12: Represents the LTIP Units issued to the reporting person on January 20, 2015 in exchange for unvested RSUs pursuant to the Prologis, Inc. 2012 Long-Term Incentive Plan. LTIP Units will vest 34% on 2/13/2015 and 33% on each of 2/13/2016 and 2/13/2017, subject to continued employment.