SEC FORM 4

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

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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^*

MOGHADAM HAMID R

(Last)

(First)

(Middle)

C/O PROLOGIS, INC.

PIER 1, BAY 1

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Prologis, Inc. [ PLD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/18/2011	11/18/2011	M		90,267	A	$26.29	3,421,874	D
Common Stock	11/18/2011	11/18/2011	G⁽¹⁾		90,267	D	$0.00	3,331,607⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$26.29	11/18/2011	11/18/2011	M			13,967	⁽³⁾	02/26/2012	Common Stock	13,967	⁽³⁾	2,675,228	D
Non-Qualified Stock Option (right to buy)	$26.29	11/18/2011	11/18/2011	M			76,300	⁽⁴⁾	02/26/2012	Common Stock	76,300	⁽⁴⁾	2,598,928	D
Prologis, L.P. PLP common limited partnership units	$0.00							⁽⁵⁾	⁽⁵⁾	Common Stock	388,126		388,126	I⁽⁶⁾	HRM Trust 1997 Irrevocable Trust dated June 17, 1997

Explanation of Responses:

1. The reporting person donated the shares to a charitable foundation.

2. Of the 3,331,607 securities beneficially owned, 140,486 are beneficially owned (D), 2,255,400 securities are indirectly owned (I) through a Trust FBO the reporting person with the reporting person and his spouse as sole trustees, 131,776 securities are indirectly held (I) through the HRM Trust 1997, U/A/D June 17, 1997 and 803,945 securities are indirectly held (I) in the AMB Property Corporation 2011 Notional Account Deferred Compensation Plan.

3. Options issued under the 1997 Stock Incentive and Investment Plan which became fully vested on Jan. 1, 2005. There are 27,936 options remaining exercisable under this award which expire Feb. 26, 2012.

4. Options issued under the 2002 Stock Option and Incentive Plan which became fully vested on Jan. 1, 2005. There are 152,602 options remaining exercisable under this award which expire Feb. 26, 2012.

5. Reporting holdings of Prologis, L.P. PLP common limited partnership units, which are redeemable for shares of Prologis common stock on a one-for-one basis. The units have no expiration date.

6. On November 17, 2011, securities were transferred from the reporting person to the HRM Trust 1997 Irrevocable Trust dated June 17, 1997, of which the reporting person is settlor and trustee. Ownership is now reported as indirect.

Remarks:

	/s/ Kristi Oberson, attorney in fact for Hamid R. Moghadam	11/22/2011
	** 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).
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.