SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* ANTENUCCI TED R (Last) (First) (Middle) 4545 AIRPORT WAY (Street) DENVER CO 80239 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PROLOGIS [ PLD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Pres. & Chief Investment Offcr
	3. Date of Earliest Transaction (Month/Day/Year) 01/28/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year) 02/01/2011	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 Shares of Beneficial Interest, par value $.01(1)	01/28/2011	01/28/2011	M		17,789	A	$0.00	330,093	D
Common Shares of Beneficial Interest, par value $.01(2)	01/28/2011	01/28/2011	F		5,260	D	$15.21	324,833	D
Common Shares of Beneficial Interest, par value $.01(2)(3)	03/21/2011	03/21/2011	F		357	D	$15.33	835	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

Explanation of Responses:

1. Performance Share Award Units (PSA Units) that vested 1/28/2011, with a performance period from 1/1/2010 through 12/31/2010. PSA Units convert into ProLogis common shares upon vesting on a 1-for-1 basis, and have no exercise price or expiration date. This report includes 863 additional PSA Units and Dividend Equivalent Units (DEUs).

2. Shares withheld for payment of the tax liability associated with the receipt of ProLogis common shares acquired upon the vesting of PSA Units and DEUs.

3. Balance in column 5 reflects Mr. Antenucci's ownership as of the filing date of this amended report and reflects sales and activity reported on Form 4s filed 2/14/2011 and 2/22/2011, and 2 additional shares acquired in the ProLogis 401(k) Savings Plan.

Remarks:

	Kristi Oberson, attorney-in-fact for Theodore Antenucci	03/23/2011
	** 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).
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