SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 3 to

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

ProLogis

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to Purchase Common Shares, $0.01 par value
(Title of Class of Securities)

743410 10 2
(CUSIP Number of Class of Securities’ Underlying Common Stock)

Walter C. Rakowich
Chief Executive Officer
ProLogis
4545 Airport Way
Denver, Colorado 80239
(303) 567-5000
(Name, address and telephone numbers of person authorized to receive notices and
communications on behalf of filing persons)
Copies to:

Patrick J. Schultheis, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
701 Fifth Avenue, Suite 5100
Seattle, WA 98104
(206) 883-2500 David S. Thomas, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee
$5,383,788	$384

* Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 2,007,693 shares of the Issuer’s common shares having an aggregate value of $5,383,788 as of June 8, 2010 will be exchanged or cancelled pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $71.30 for each $1,000,000 of the value of this transaction.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$384
Form or Registration No.:	005-46717
Filing party:	ProLogis
Date filed:	June 10, 2010

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o third party tender offer subject to Rule 14d-1.

þ issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

     This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on June 10, 2010, and subsequently amended, relating to an offer by ProLogis, a Maryland real estate investment trust (the “Company”) to certain employees of ProLogis (excluding named executive officers and trustees) who hold certain options to purchase the ProLogis common shares (such options, “eligible options”) to exchange such eligible options for restricted share units or cash.

     On July 8, 2010, the Company distributed to eligible employees a memorandum providing the final exchange ratios, which is attached hereto as Exhibit (a)(1)(N).

     Pursuant to Rule 12b-15 under the Securities Exchange Act, as amended, this Amendment No. 3 amends and supplements Item 12 of the Schedule TO in the manner set forth below, and all other items and exhibits contained in this Schedule TO remain unaffected.

Item 12. Exhibits.

     The Exhibit Index attached to this Amendment No. 3 is incorporated herein by reference.

-2-

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

ProLogis
 

/s/ David W. Grawemeyer  

David W. Grawemeyer 

Managing Director and Deputy General Counsel 

Date: July 8, 2010

EXHIBIT INDEX

Exhibit
Number	Description
(a)(1)(A)*	Offer to Exchange Certain Outstanding Share Options for Restricted Share Units or Cash, dated June 10, 2010.
(a)(1)(B)*	Memo to Eligible Employees from Walt Rakowich, dated June 10, 2010.
(a)(1)(C)*	Screen Shots of the Offer Website.
(a)(1)(D)*	Election Form.
(a)(1)(E)*	Forms of Communication to Eligible Employees Participating in the Exchange Offer Confirming Receipt of Elections.
(a)(1)(F)*	Form of Reminder Email.
(a)(1)(G)*	Form of Restricted Share Unit Agreement.
(a)(1)(H)*	Employee Presentation Announcement, dated June 10, 2010.
(a)(1)(I)*	Memo to Eligible Employees from Stock Plan Administration, dated June 10, 2010.
(a)(1)(J)*	Employee Presentation Materials.
(a)(1)(K)*	Screen Shots of the Intranet Website with Links to Offer Documents.
(a)(1)(L)*	Form of Additional Reminder Email.
(a)(1)(M)*	Dutch Tax Ruling Memorandum and Form of Consent Agreement.
(a)(1)(N)	Memo to Eligible Employees from Stock Plan Administration, dated July 8, 2010, providing final exchange ratios.
(b)	Not applicable.
(d)(1)	The ProLogis 1997 Long-Term Incentive Plan (as amended and restated effective as of September 26, 2002) (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the SEC on February 19, 2003).
(d)(2)	First Amendment of ProLogis 1997 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on May 19, 2010).
(d)(3)	The ProLogis 2006 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K, filed with the SEC on June 2, 2006).
(d)(4)	Second Amendment of ProLogis 2006 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on May 19, 2010).
(d)(5)	Form of Non Qualified Share Option Award Terms pursuant to the ProLogis 2006 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.25 to the Company’s Form 10-K, filed with the SEC on February 26, 2010).

Exhibit
Number	Description
(g)	Not applicable.
(h)	Not applicable.

* Previously filed.

EX-99.A.1.N

Exhibit (a)(1)(N)

Interoffice Memorandum

To:	Distribution
From:	Stock Plan Administration
Date:	July 8, 2010
Re:	Share Option Exchange—Final Exchange Ratios

THE SHARE OPTION EXCHANGE PROGRAM (THE “OFFER”) IS SCHEDULED TO EXPIRE ON FRIDAY, JULY 9, 2010 AT 6:00 A.M., U.S. MOUNTAIN TIME.

The Offer is described in the Offer to Exchange Certain Outstanding Share Options for Restricted Share Units or Cash (the “Offer to Exchange”), the email from Walt Rakowich dated June 10, 2010 announcing the Offer, and the election form which is an attachment to this memo, together with its associated instructions. These and other related documents are available on the ProLogis Offer website at https://prologis.equitybenefits.com. As described in the Offer to Exchange, share options may be exchanged for a lesser number of Restricted Share Units (“RSUs”), or cash if you are subject to tax in Canada, based on exchange ratios determined after the close of the last trading day immediately prior to the day the Offer expires. Preliminary exchange ratios were provided in the Offer to Exchange and final exchange ratios are provided below.

• If you have previously made an election with respect to your eligible share options and do not wish to change your election, no action is necessary.

• If you have not previously made an election with respect to your eligible share options or if you wish to change your election based on the final exchange ratios, you may do so prior to the expiration of the Offer (scheduled to be 6:00 a.m., U.S. Mountain Time on Friday, July 9, 2010).

FINAL EXCHANGE RATIOS

The final exchange ratios were determined by dividing $10.01 (the closing sales price of our common shares on the New York Stock Exchange today) by the lowest fair value of an eligible option in the applicable tier (as such tiers are set forth in the table below). For this purpose, the applicable tier is the tier that contains the per share exercise price of your eligible option. The fair values of the eligible options were determined today based on the Black-Scholes option pricing model. The final exchange ratios are as follows:

		Final		New RSUs
Exercise Price		Exchange Ratio*		(Example based on final exchange ratios)
$	21.75		54,768.7	1,000 Share Options exchanged for 0 New RSUs
$	24.25		806.8	1,000 Share Options exchanged for 0 New RSUs
$	20.68		13.0	1,000 Share Options exchanged for 76 New RSUs
$	22.02		5.7	1,000 Share Options exchanged for 175 New RSUs
$	24.76		2.4	1,000 Share Options exchanged for 416 New RSUs
$29.41 to $31.27			2.8	1,000 Share Options exchanged for 357 New RSUs
$34.08 to $34.93			3.0	1,000 Share Options exchanged for 333 New RSUs
$40.87 to $43.57			3.5	1,000 Share Options exchanged for 285 New RSUs
$	45.46		3.6	1,000 Share Options exchanged for 277 New RSUs
$	54.51		4.0	1,000 Share Options exchanged for 250 New RSUs
$	59.92		4.3	1,000 Share Options exchanged for 232 New RSUs
$	60.60		4.5	1,000 Share Options exchanged for 222 New RSUs
$	61.75		3.8	1,000 Share Options exchanged for 263 New RSUs
$	64.82		4.4	1,000 Share Options exchanged for 227 New RSUs

* Share Options Divided by Exchange Ratio = New RSUs

OFFER WEBSITE

The ProLogis Offer website is at https://prologis.equitybenefits.com. To log onto the website, you must enter [PASSWORD INFORMATION]. If you request an automatic password reset when logging into the Offer website, you will receive an email from the email address, prologisoptionexchange@ prologis.com, with a new password. You must type this new password directly into the login space provided. Do not cut and paste the new password from the email as it will be rejected.

TIMING

• Employees who wish to participate in the Offer must elect to participate through the Offer website at https://prologis.equitybenefits.com or by facsimile to Kristi Oberson, Stock Plan Administration at (303) 567-5671 (participants located in either France or Poland may submit their election only via facsimile) prior to 6:00 a.m., U.S. Mountain Time, on July 9, 2010. The Offer website is currently being updated to reflect the final exchange ratios and could be unavailable for up to one hour.

• The share options that are exchanged will be cancelled and the new RSUs will be granted (or cash payment made) promptly after the expiration of the Offer.

Your participation in the Offer is completely voluntary. If you do not elect to participate, the share options you hold will remain outstanding subject to their current terms.

Attachment:
Election Form, together with its instructions