| 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) 01/30/2014 | ||||||||||||||||||||||||||
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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) | 01/30/2014 | 01/30/2014 | M | 3,707 | A | $0.00 | 194,510(2) | D | ||
| Common Stock(3) | 01/30/2014 | 01/30/2014 | M | 132 | A | $0.00 | 194,642 | D | ||
| Common Stock(4) | 01/30/2014 | 01/30/2014 | F | 1,290 | D | $38.81 | 193,352 | D | ||
| Common Stock(5) | 01/30/2014 | 01/30/2014 | M | 2,947 | A | $0.00 | 196,299 | D | ||
| Common Stock(4) | 01/30/2014 | 01/30/2014 | F | 943 | D | $38.81 | 195,356 | D | ||
| Common Stock(1) | 01/30/2014 | 01/30/2014 | M | 4,464 | A | $0.00 | 199,820 | D | ||
| Common Stock(4) | 01/30/2014 | 01/30/2014 | F | 1,428 | D | $38.81 | 198,392 | 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 Stock Units(1) | $0.00 | 01/30/2014 | 01/30/2014 | M | 3,707 | (1) | (1) | Common Stock | 3,707 | $0.00 | 91,182 | D | |||
| Dividend Equivalent Units(3) | $0.00 | 01/30/2014 | 01/30/2014 | M | 132 | (3) | (3) | Common Stock | 132 | $0.00 | 91,050 | D | |||
| Restricted Stock Units(1) | $0.00 | 01/30/2014 | 01/30/2014 | M | 2,947 | (5) | (5) | Common Stock | 2,947 | $0.00 | 88,103 | D | |||
| Restricted Stock Units(1) | $0.00 | 01/30/2014 | 01/30/2014 | M | 4,464 | (1) | (1) | Common Stock | 4,464 | $0.00 | 83,639 | D | |||
| Explanation of Responses: |
| 1. Conversion of Restricted Share Units (RSUs) following vest and issuance to reporting person on January 30, 2014. The RSUs converted into Prologis common stock after vesting on a 1-for-1 basis. RSUs have no exercise price or expiration date. |
| 2. Balance in column 5 includes 40 shares acquired under the Prologis 401K Plan since the last filing. |
| 3. Conversion of Dividend Equivalent Units (DEUs) following vest on January 30, 2014. DEUs were accrued on outstanding RSUs at the Prologis common stock distribution rate at the time distributions on common stock occurred between November 11, 2008 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. |
| 4. Shares withheld for payment of the tax liability associated with the receipt of common stock acquired upon the vesting of the RSUs referenced in Table II. |
| 5. Conversion of Restricted Share Units (RSUs) following vest on January 28, 2014 and issued to the reporting person on January 30, 2014. The RSUs converted into Prologis common stock after vesting on a 1-for-1 basis. RSUs have no exercise price or expiration date. |
| Remarks: |
| /s/ Tammy Colvocoresses, attorney in fact for Edward Nekritz | 02/03/2014 | |
| ** 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. | ||