SEC Info - Prologis, Inc. - ‘4’ for 12/28/12 re: Prologis, Inc.

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^*

Prologis, Inc.

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/28/12

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)

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)
Dividend Equivalent Units	$0.00 ⁽¹⁾	12/28/12	12/28/12	A		150 ⁽²⁾		⁽¹⁾	⁽¹⁾	Common Stock	150	$0.00 ⁽¹⁾	15,799	D
Dividend Equivalent Units	$0.00 ⁽³⁾	12/28/12	12/28/12	A		28		⁽³⁾	⁽³⁾	Common Stock	28	$0.00 ⁽³⁾	3,600	D
Dividend Equivalent Units	$0.00 ⁽⁴⁾	12/28/12	12/28/12	A		153		⁽⁴⁾	⁽⁴⁾	Common Stock	153	$0.00 ⁽⁴⁾	19,712	D

Explanation of Responses:

(1) Represents Dividend Equivalent Units (DEUs) earned on Deferred Share Units (DSUs). DEUs accrue on outstanding DSUs at the Prologis common stock dividend rate at the time dividends are paid on Prologis common stock. DEUs vest upon issuance and the receipt of such DEUs is deferred, as are the underlying DSUs, during the period the reporting person serves as a director. DEUs are paid in the form of Prologis common stock at the rate of one common share per DEU. Balance in column 9 includes DSUs and DEUs.

(2) Includes 28 DEUs not reported on 9/28/12 filing due to administrative error.

(3) Represents DEUs earned on stock units deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan (NQDC Plan). DEUs accrue on outstanding deferred stock units at the Prologis common stock dividend rate at the time dividends are paid on Prologis common stock. DEUs and the underlying deferred stock units vest 100% on the earlier of the first anniversary of the grant date or the first annual meeting of the stockholders of Prologis (generally in May each year). The receipt of such DEUs is deferred along with the underlying deferred stock units. DEUs are paid in the form of Prologis common stock at the rate of one common share per DEU. Balance in column 9 includes deferred stock units and DEUs.

(4) Represents DEUs earned on phantom shares. DEUs accrue on outstanding phantom shares at the Prologis common stock dividend rate at the time dividends are paid on Prologis common stock. DEUs vest upon issuance and the receipt of such DEUs is deferred in accordance with the deferral election made by the reporting person applicable to the underlying phantom shares. DEUs are paid in the form of Prologis common stock at the rate of one common share per DEU. Balance in column 9 includes phantom shares and DEUs.

Remarks:

	/s/ Kristi Oberson attorney in fact for George L. Fotiades	1/2/13
	** 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.

____________ Transaction Code:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).

Prologis, Inc. – ‘4’ for 12/28/12 re: Prologis, Inc.

On: Wednesday, 1/2/13, at 7:58pm ET · For: 12/28/12 · As: Director · Accession #: 1209191-13-425 · File #: 1-13545 · Deletion: This Filing was Deleted by the SEC on 2/22/13.

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Prologis, Inc. – ‘4’ for 12/28/12 re: Prologis, Inc.

On: Wednesday, 1/2/13, at 7:58pm ET · For: 12/28/12 · As: Director · Accession #: 1209191-13-425 · File #: 1-13545 · Deletion: This Filing was Deleted by the SEC on 2/22/13.

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents