| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Prologis, Inc. [ PLD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/28/2012 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock(1) | 01/28/2012 | 01/28/2012 | M | 4,419 | A | $0.00 | 161,966 | D | ||
| Common Stock(2) | 01/28/2012 | 01/28/2012 | M | 212 | A | $0.00 | 162,178 | D | ||
| Common Stock(3) | 01/28/2012 | 01/28/2012 | F | 1,439 | D | $32.52 | 160,739 | D | ||
| Common Stock(1) | 01/28/2012 | 01/28/2012 | M | 4,419 | A | $0.00 | 165,158 | D | ||
| Common Stock(3) | 01/28/2012 | 01/28/2012 | F | 1,374 | D | $32.52 | 163,784 | D | ||
| Common Stock(4) | 01/28/2012 | 01/28/2012 | M | 5,312 | A | $0.00 | 169,096 | D | ||
| Common Stock(3) | 01/28/2012 | 01/28/2012 | F | 1,651 | D | $32.52 | 167,445 | D | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Share Units(1) | $0.00 | 01/28/2012 | 01/28/2012 | M | 4,419 | (1) | (1) | Common Stock | 4,419 | $0.00 | 75,385 | D | |||
| Dividend Equivalent Units(2) | $0.00 | 01/28/2012 | 01/28/2012 | M | 212 | (2) | (2) | Common Stock | 212 | $0.00 | 75,173 | D | |||
| Restricted Share Units(1) | $0.00 | 01/28/2012 | 01/28/2012 | M | 4,419 | (1) | (1) | Common Stock | 4,419 | $0.00 | 70,754 | D | |||
| Restricted Share Units(4) | $0.00 | 01/28/2012 | 01/28/2012 | M | 5,312 | (4) | (4) | Common Stock | 5,312 | $0.00 | 65,442 | D | |||
| Explanation of Responses: |
| 1. Conversion of 50% of Restricted Share Units (RSUs) following vest on January 28, 2012. The RSUs convert into Prologis common stock upon vesting on a 1-for-1 basis, and have no exercise price or expiration date. The remaining 50% of the RSUs will vest on January 28, 2013. |
| 2. Represents the conversion of vested Dividend Equivalent Units (DEUs) earned on RSUs. DEUs were accrued on outstanding RSUs at the Prologis common stock distribution rate at the time distributions on common stock occured between February 27, 2009 and December 31, 2009, and vest with the underlying RSU. They are paid in the form of Prologis common stock at the rate of one common share per DEU. Balance in column 9 includes RSUs and DEUs. |
| 3. Shares withheld for payment of the tax liability associated with the receipt of common stock acquired upon the vesting of the RSUs and DEUs referenced in Table II. |
| 4. Conversion of 34% of RSUs following vest on January 28, 2012. The RSUs convert into Prologis common stock upon vesting on a 1-for-1 basis, and have no exercise price or expiration date. The remaining 66% of the RSUs will vest ratably on January 28, 2013 and January 28, 2014. |
| Remarks: |
| Kristi Oberson, attorney-in-fact for William E. Sullivan. | 01/31/2012 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||