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Form 4 Prologis, Inc. For: Jan 20 Filed by: NEKRITZ EDWARD S

January 22, 2015 7:29 PM EST
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
Expires: December 31, 2014
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 *
NEKRITZ EDWARD S
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Legal Off./Gen. Counsel
3. Date of Earliest Transaction (Month/Day/Year)
01/20/2015
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
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 (1) $ 0 01/20/2015   D     4,464   (1)   (1) Common Stock 4,464 $ 0 82,499 D  
Restricted Stock Units (2) $ 0 01/20/2015   D     5,387   (2)   (2) Common Stock 5,387 $ 0 77,112 D  
Restricted Stock Units (2) $ 0 01/20/2015   D     3,753   (2)   (2) Common Stock 3,753 $ 0 73,359 D  
Restricted Stock Units (3) $ 0 01/20/2015   D     18,433   (3)   (3) Common Stock 18,433 $ 0 54,926 D  
Restricted Stock Units (4) $ 0 01/20/2015   D     8,291   (4)   (4) Common Stock 8,291 $ 0 46,635 D  
Restricted Stock Units (5) $ 0 01/20/2015   D     2,867   (5)   (5) Common Stock 2,867 $ 0 43,768 D  
Restricted Stock Units (6) $ 0 01/20/2015   D     30,614   (6)   (6) Common Stock 30,614 $ 0 13,154 D  
Restricted Stock Units (7) $ 0 01/20/2015   D     13,154   (7)   (7) Common Stock 13,154 $ 0 0 D  
LTIP Units (8) $ 0 01/20/2015   A   4,464     (8) (9)   (9) Common Stock 4,464 $ 0.01 16,249 D  
LTIP Units (10) $ 0 01/20/2015   A   5,387     (9) (10)   (9) Common Stock 5,387 $ 0.01 21,636 D  
LTIP Units (10) $ 0 01/20/2015   A   3,753     (9) (10)   (9) Common Stock 3,753 $ 0.01 25,389 D  
LTIP Units (11) $ 0 01/20/2015   A   18,433     (9) (11)   (9) Common Stock 18,433 $ 0.01 43,822 D  
LTIP Units (12) $ 0 01/20/2015   A   8,291     (9) (12)   (9) Common Stock 8,291 $ 0.01 52,113 D  
LTIP Units (13) $ 0 01/20/2015   A   2,867     (9) (13)   (9) Common Stock 2,867 $ 0.01 54,980 D  
LTIP Units (14) $ 0 01/20/2015   A   30,614     (9) (14)   (9) Common Stock 30,614 $ 0.01 85,594 D  
LTIP Units (15) $ 0 01/20/2015   A   13,154     (9) (15)   (9) Common Stock 13,154 $ 0.01 98,748 D  
Explanation of Responses:
1. Cancellation of unvested restricted stock units ("RSUs") that would have vested on 1/30/2015. RSUs were exchanged for LTIP Units of Prologis, L.P. (the "LTIP Units") on January 20, 2015.
2. Cancellation of unvested RSUs that would have vested on 2/1/2015. RSUs were exchanged for LTIP Units of Prologis, L.P. on January 20, 2015.
3. Cancellation of unvested RSUs that would have vested in equal amounts on 2/5/2015 and 2/5/2016. RSUs were exchanged for LTIP Units of Prologis, L.P. on January 20, 2015.
4. Cancellation of unvested RSUs that would have vested 67% on 2/5/2015 and 33% on 2/5/2016. RSUs were exchanged for LTIP Units of Prologis, L.P. on January 20, 2015.
5. Cancellation of unvested RSUs that would have vested in equal amounts on 8/13/2015 and 8/13/2016. RSUs were exchanged for LTIP Units of Prologis, L.P. on January 20, 2015.
6. Cancellation of unvested RSUs that would have vested 34% on 2/13/2015 and 33% on each of 2/13/2016 and 2/13/2017. RSUs were exchanged for LTIP Units of Prologis, L.P. on January 20, 2015.
7. Cancellation of unvested RSUs that would have vested 40% on each of 2/13/2015 and 2/13/2016, and 20% on 2/13/2017. RSUs were exchanged for LTIP Units of Prologis, L.P. on January 20, 2015.
8. Represents the LTIP Units issued to the reporting person on January 20, 2015 in exchange for unvested RSUs pursuant to the Prologis, Inc. ("the Company") 2012 Long-Term Incentive Plan. LTIP Units will vest on 1/30/2015, subject to continued employment.
9. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each vested LTIP Unit may be converted, at the election of the holder, into a common unit of limited partnership interest in Prologis, L.P. (a "Common Unit"). Each Common Unit acquired upon conversion of a vested LTIP Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of a share of Common Stock of the Company (the "Common Stock"), except that the Company may, at its election, acquire each Common Unit so presented for one share of Common Stock. The rights to convert vested LTIP Units into Common Units and redeem Common Units have no expiration dates.
10. Represents the LTIP Units issued to the reporting person on January 20, 2015 in exchange for unvested RSUs pursuant to the Prologis, Inc. 2012 Long-Term Incentive Plan. LTIP Units will vest on 2/1/2015, subject to continued employment.
11. Represents the LTIP Units issued to the reporting person on January 20, 2015 in exchange for unvested RSUs pursuant to the Prologis, Inc. 2012 Long-Term Incentive Plan. LTIP Units will vest in equal amounts on each of 2/5/2015 and 2/5/2016, subject to continued employment.
12. Represents the LTIP Units issued to the reporting person on January 20, 2015 in exchange for unvested RSUs pursuant to the Prologis, Inc. 2012 Long-Term Incentive Plan. LTIP Units will vest 67% on 2/5/2015 and 33% on 2/5/2016, subject to continued employment.
13. Represents LTIP Units issued to the reporting person on January 20, 2015 in exchange for unvested RSUs and pursuant to the Prologis, Inc. 2012 Long-Term Incentive Plan. LTIP Units will vest in equal amounts on 8/13/2015 and 8/13/2016, subject to continued employment.
14. Represents the LTIP Units issued to the reporting person on January 20, 2015 in exchange for unvested RSUs pursuant to the Prologis, Inc. 2012 Long-Term Incentive Plan. LTIP Units will vest 34% on 2/13/2015 and 33% on each of 2/13/2016 and 2/13/2017, subject to continued employment.
15. Represents the LTIP Units issued to the reporting person on January 20, 2015 in exchange for unvested RSUs pursuant to the Prologis, Inc. 2012 Long-Term Incentive Plan. LTIP Units will vest 40% on each of 2/13/2015 and 2/13/2016, and 20% on 2/13/2017, subject to continued employment.
/s/ Tammy Colvocoresses, attorney in fact for Edward S. Nekritz 01/22/2015
** 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).
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.

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