Prologis, Inc. — Director's Dealing 2017

Jan 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Prologis, Inc. (PLD)
CIK: 0001045609
Period of Report: 2016-12-30

Reporting Person: LYONS IRVING F III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-03	Common Stock	M	184	$0.00	Acquired	21141	Direct
2017-01-03	Common Stock	M	57	$0.00	Acquired	21198	Direct
2017-01-03	Common Stock	M	4110	$0.00	Acquired	25308	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-30	Dividend Equivalent Units	$0.00	A	5.6961	Acquired		Common Stock (5.6961)	Direct
2016-12-30	Dividend Equivalent Units	$0.00	A	65.6285	Acquired		Common Stock (65.6285)	Direct
2016-12-30	Dividend Equivalent Units - NQDC	$0.00	A	149.5799	Acquired		Common Stock (149.5799)	Direct
2017-01-03	Phantom Stock	$0.00	D	184	Disposed		Common Stock (184)	Direct
2017-01-03	Dividend Equivalent Units	$0.00	D	57.4196	Disposed		Common Stock (57.4196)	Direct
2017-01-03	Deferred Stock Units and Dividend Equivalent Units NQDC	$0.00	D	4110.8866	Disposed		Common Stock (4110.8866)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	92532	Indirect
Common Stock	1000	Indirect

Footnotes

F1: Conversion of deferred phantom stock that the reporting person earned for previous service on the ProLogis board of trustees. Settlement is in Prologis common stock on a 1-for-1 basis.

F2: Conversion of Dividend Equivalent Units (DEUs) earned on deferred phantom stock. Settlement is in Prologis common stock on a 1-for-1 basis.

F3: Conversion of Deferred Stock Units (DSUs) and Dividend Equivalent Units (DEUs) that were deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan (the NQDC Plan). Original grant terms provided for release of shares on third anniversary of the grant date (May 2, 2016). Shares were further deferred until January 3, 2017 and released on January 3, 2017. DSUs and DEUs convert into Prologis common stock upon vesting on a 1-for-1 basis, and have no exercise price or expiration date.

F4: Represents DEUs earned on phantom shares associated with previous service on the board of ProLogis, our merger partner, and assumed by us in June 2011. DEUs accrue on outstanding phantom shares at the Prologis common stock dividend rate at the time dividends are paid on Prologis common stock. DEUs vest upon issuance and the receipt of such DEUs is deferred in accordance with the deferral election made by the reporting person applicable to the underlying phantom shares. 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. Balance in column 9 includes phantom shares and DEUs.

F5: Represents Dividend Equivalent Units (DEUs) earned on Deferred Stock Units (DSUs) associated with previous service on the board of ProLogis, our merger partner, and assumed by us in June 2011. DEUs accrue on outstanding DSUs at the Prologis common stock dividend rate at the time dividends are paid on Prologis common stock. DEUs vest upon issuance and the receipt of such DEUs is deferred, as are the underlying DSUs, during the period the reporting person serves as a director. DSUs and DEUs are paid in the form of Prologis common stock at the rate of one common share per DSU or DEU. Balance in column 9 includes DSUs and DEUs.

F6: Represents DEUs earned on DSUs associated with current service on our board that are deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan (the NQDC Plan). DEUs accrue on outstanding DSUs at the Prologis common stock dividend rate at the time dividends are paid on Prologis common stock. DEUs and the underlying DSUs vest 100% on the earlier of the first anniversary of the grant date or the first annual meeting of the stockholders of Prologis after the grant date (generally in May each year). The receipt of such DEUs is deferred along with the underlying DSUs. DSUs and DEUs are paid in the form of Prologis common stock at the rate of one common share per DSU or DEU. Balance in column 9 includes DSUs and DEUs.