X0306 4 2012-12-07 0 0001045609 Prologis, Inc. PLD 0001202548 MOGHADAM HAMID R C/O PROLOGIS, INC. PIER 1, BAY 1 SAN FRANCISCO CA 94111 1 1 0 0 Chairman & CEO Common Stock 2012-12-07 2012-12-07 4 M 0 259462 27.12 A 335175 D Common Stock 2012-12-07 2012-12-07 4 S 0 259462 35.01 D 75713 D Common Stock 2012-12-07 2012-12-07 4 M 0 426028 0.00 A 501741 D Common Stock 2012-12-07 2012-12-07 4 F 0 327861 35.24 D 173880 D Common Stock 2012-12-07 2012-12-07 4 D 0 98167 0.00 D 75713 D Stock Units 2012-12-07 2012-12-07 4 A 0 98167 0.00 A 213714 I Rabbi Trust Stock Units 803945 I Rabbi Trust Common Stock 2255395 I Trust Common Stock 131776 I Trust Non-Qualified Stock Option (right to buy) 27.12 2012-12-07 2012-12-07 4 M 0 259462 0.00 D 2013-02-13 Common Stock 259462 2075123 D Non-Qualified Stock Option (right to buy) 27.12 2012-12-07 2012-12-07 4 M 0 296296 0.00 D 2013-02-13 Common Stock 296296 1778827 D Non-Qualified Stock Option (right to buy) 27.12 2012-12-07 2012-12-07 4 M 0 129732 0.00 D 2013-02-13 Common Stock 129732 1649095 D The option exercises covered by this Form 4 were conducted pursuant to and in accordance with a 10b5-1 plan dated May 4, 2012. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.00 to $35.05. The reporting person undertakes to provide to Prologis, Inc., any security holder of Prologis, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price. Reporting person elected to defer the gains from this stock option exercise reported on this Form 4 into the Amended and Restated AMB Nonqualified Deferred Compensation Plans (the "Plans"). In connection with this election, reporting person exercised the option via a stock-for-stock exercise. The deferral of the resulting gains was credited to the reporting person's account in the form of an equivalent number of stock units, each of which represents the reporting person's right to receive a share of Prologis common stock upon distribution of his account. Distribution will occur upon retirement, death, other termination of employment or disability, upon Prologis' change of control or on such other date as the reporting person elects. Not applicable. These shares were exchanged with Prologis in a stock-for-stock swap transaction to pay for the aggregate exercise price of the options ($11,553,879.36) pursuant to the 10b5-1 plan. Solely a change in the form of ownership. Held indirectly through a rabbi trust pursuant to the Amended and Restated AMB Nonqualified Deferred Compensation Plans. Held indirectly through a rabbi trust pursuant to the AMB Property Corporation 2011 Notional Account Deferred Compensation Plan. Held indirectly in a trust FBO the reporting person with the reporting person and his spouse as sole trustees. Held indirectly in a trust with the reporting person as trustee. Options issued under the 2002 Stock Option and Incentive Plan which became fully vested on Jan. 1, 2006. There are 0 options remaining exercisable under this award. Options issued under the 2002 Stock Option and Incentive Plan which became fully vested on Feb. 13, 2003. There are 0 options remaining exercisable under this award. /s/ Kristi Oberson, attorney in fact for Hamid R. Moghadam 2012-12-11