Prologis, Inc. — Director's Dealing 2016

Dec 20, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Prologis, Inc. (PLD)
CIK: 0001045609
Period of Report: 2016-12-16

Reporting Person: Anderson Gary E (CEO, Europe and Asia)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-16	LTIP Units	$0.00	A	8289	Acquired		Common Stock (8289)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1675.3987	Indirect

Footnotes

F1: Represents shares held in the company's 401(k) Plan as of November 30, 2016.

F2: Represents the LTIP Units of Prologis, L.P. (the "LTIP Units") which vest in three equal installments on each of 12/16/2017, 12/16/2018 and 12/16/2019, subject to continued employment. The LTIP Units were issued to the reporting person pursuant to the Prologis, Inc. (the "Company") Second Amended and Restated Prologis Promote Plan in connection with certain co-investment venture incentive distributions paid to the Company or its affiliate.

F3: 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 after the completion of a two-year waiting period, 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.