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* MOGHADAM HAMID R (Last) (First) (Middle) C/O PROLOGIS, INC. PIER 1, BAY 1 (Street) SAN FRANCISCO CA 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) 02/13/2015
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	02/13/2015	02/13/2015	J		9,332	D	$0.00	0	D
Common Stock(1)	02/13/2015	02/13/2015	J		9,332	A	$0.00	528,899	I	Rabbi Trust(2)
Common Stock(3)	02/13/2015	02/13/2015	M		40,565	A	$0.00	569,464	I	Rabbi Trust(2)
Common Stock(4)	02/13/2015	02/13/2015	M		11,668	A	$0.00	581,132	I	Rabbi Trust(2)
Common Stock(5)	02/13/2015	02/13/2015	M		19,923	A	$0.00	601,055	I	Rabbi Trust(2)
Common Stock(6)	02/13/2015	02/13/2015	M		64,312	A	$0.00	665,367	I	Rabbi Trust(2)
Common Stock(7)	02/13/2015	02/13/2015	M		20,206	A	$0.00	685,573	I	Rabbi Trust(2)
Common Stock(8)	02/13/2015	02/13/2015	M		65,369	A	$0.00	750,942	I	Rabbi Trust(2)
Common Stock								803,945	I	Rabbi Trust(9)
Common Stock								2,219,089	I	Trust(10)
Common Stock								131,775	I	Trust(11)

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
Restricted Stock Units(3)	$0.00	02/13/2015	02/13/2015	M			40,565	(3)	(3)	Common Stock	40,565	$0.00	412,950	D
Restricted Stock Units(4)	$0.00	02/13/2015	02/13/2015	M			11,668	(4)	(4)	Common Stock	11,668	$0.00	401,282	D
Restricted Stock Units(5)	$0.00	02/13/2015	02/13/2015	M			19,923	(5)	(5)	Common Stock	19,923	$0.00	381,359	D
Restricted Stock Units(6)	$0.00	02/13/2015	02/13/2015	M			64,312	(6)	(6)	Common Stock	64,312	$0.00	317,047	D
Restricted Stock Units(7)	$0.00	02/13/2015	02/13/2015	M			20,206	(7)	(7)	Common Stock	20,206	$0.00	296,841	D
Restricted Stock Units(8)	$0.00	02/13/2015	02/13/2015	M			65,369	(8)	(8)	Common Stock	65,369	$0.00	231,472	D

Explanation of Responses:

1. Transfer of ownership from direct to indirect (Rabbi Trust) of restricted stock (RSAs) following vest on February 1, 2015 and issuance to reporting person on February 13, 2015. RSAs are deferred pursuant to deferral election under our non-qualified deferred compensation (NQDC) plans.

2. Held indirectly through a rabbi trust pursuant to our NQDC plans.

3. Conversion of 33% of the original Restricted Stock Unit (RSU) grant following vest on February 1, 2015. The RSU grant converts into Prologis common stock upon vesting on a 1-for-1 basis, and has no exercise price or expiration date. Such shares were deferred under our NQDC plan upon conversion on February 13, 2015.

4. Conversion of 20% of the original RSU grant following vest on February 1, 2015. The RSU grant converts into Prologis common stock upon vesting on a 1-for-1 basis, and has no exercise price or expiration date. Such shares were deferred under our NQDC plan upon conversion on February 13, 2015.

5. Conversion of 40% of the original RSU grant following vest on February 5, 2015. The RSU grant converts into Prologis common stock upon vesting on a 1-for-1 basis, and has no exercise price or expiration date. Such shares were deferred under our NQDC plan upon conversion on February 13, 2015. The remaining 20% of the original RSU grant will vest on February 5, 2016.

6. Conversion of 33% of the original RSU grant following vest on February 5, 2015. The RSU grant converts into Prologis common stock upon vesting on a 1-for-1 basis, and has no exercise price or expiration date. Such shares were deferred under our NQDC plan upon conversion on February 13, 2015. The remaining 33% of the original RSU grant will vest on February 5, 2016.

7. Conversion of 40% of the original RSU grant following vest on February 13, 2015. The RSU grant converts into Prologis common stock upon vesting on a 1-for-1 basis, and has no exercise price or expiration date. Such shares were deferred under our NQDC plan upon conversion on February 13, 2015. The remaining original RSU grant will vest on February 13, 2016 (40%) February 13, 2017 (20%).

8. Conversion of 34% of the original RSU grant following vest on February 13, 2015. The RSU grant converts into Prologis common stock upon vesting on a 1-for-1 basis, and has no exercise price or expiration date. Such shares were deferred under our NQDC plan upon conversion on February 13, 2015. The remaining 66% of the original RSU grant will vest ratably on February 13, 2016 and February 13, 2017.

9. Held indirectly through a rabbi trust pursuant to the AMB Property Corporation 2011 Notional Account Deferred Compensation Plan.

10. Held indirectly in a trust FBO the reporting person with the reporting person and his spouse as sole trustees.

11. Held indirectly in a trust with the reporting person as trustee.

Remarks:

	/s/ Tammy Colvocoresses, attorney in fact for Hamid R. Moghadam	02/18/2015
	** 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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