Form 4/A Prologis, Inc. For: Jun 17 Filed by: Olinger Thomas S

June 21, 2021 8:55 PM EDT

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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 *
Olinger Thomas 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 Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/17/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
06/21/2021
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) 06/19/2021 06/19/2021 M   2,054 A $ 0 18,894 D  
Common Stock (2) 06/19/2021 06/19/2021 F   1,019 D $ 119.57 17,875 D  
Common Stock 06/18/2021 (3) 06/18/2021 (3) G (4)   5,000 D $ 0 12,875 D  
Common Stock               29,170 I Rabbi Trust (5)
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
LTIP Units $ 0 06/17/2021 06/17/2021 M     55,000   (6)   (6) Common Stock 55,000 $ 0 789,377 D  
Restricted Stock Units (1) $ 0 06/19/2021 (3) 06/19/2021 (3) M     2,054   (1)   (1) Common Stock 2,054 $ 0 2,686 D  
Explanation of Responses:
1. Conversion of 25% of RSU grant following vest on June 19, 2021. The RSUs convert into Prologis Common Stock upon vesting on a 1-for-1 basis. RSUs have no exercise price or expiration date. The remaining RSU grant will vest on June 19, 2022.
2. Shares withheld for payment of the tax liability associated with the receipt of common stock acquired upon the vesting of the RSUs referenced in Table II.
3. The date reported differs from the date reported in the original Form 4 due to a typographical error.
4. Shares donated as a gift to a charitable organization.
5. Held indirectly through a rabbi trust pursuant to our non-qualified deferred compensation plans.
6. Conversion of LTIP Units (the "LTIP Units") of Prologis, L.P. into common units of Prologis, L.P. (the "Common Units") and redemption of Common Units for cash. The units have no exercisable date or expiration date.
Tammy Colvocoresses, attorney in fact for Thomas S. Olinger 06/21/2021
** 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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