SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

SULLIVAN WILLIAM E

(Last)

(First)

(Middle)

C/O PROLOGIS, INC.

PIER 1, BAY 1

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/03/2011

3. Issuer Name and Ticker or Trading Symbol
Prologis, Inc. [ PLD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.01	119,935	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non Qualified Stock Options	⁽¹⁾	11/11/2018	Common Stock	83,700	$15.39	D
Non Qualified Stock Options	⁽²⁾	12/18/2017	Common Stock	19,558	$135.76	D
Restricted Share Units	⁽³⁾	⁽³⁾	Common Stock	1,048	$0.00	D
Restricted Share Units	⁽⁴⁾	⁽⁴⁾	Common Stock	8,838	$0.00	D
Restricted Share Units	⁽⁵⁾	⁽⁵⁾	Common Stock	92,157	$0.00	D
Restricted Share Units	⁽⁶⁾	⁽⁶⁾	Common Stock	15,624	$0.00	D
Restricted Share Units	⁽⁷⁾	⁽⁷⁾	Common Stock	14,521	$0.00	D
Restricted Share Units	⁽⁴⁾	⁽⁴⁾	Common Stock	9,263	$0.00	D

Explanation of Responses:

1. Non Qualified Stock Options vest 50% on each of Nov. 11, 2011 and Nov. 11, 2012.

2. Non Qualified Stock Options of which 14,668 are vested and 4,890 which will vest on Dec. 18, 2011.

3. RSUs vest 100% on Dec. 18, 2011. The RSUs convert into Prologis common stock upon vesting on a 1-for-1 basis. RSUs have no exercise price or expiration date.

4. RSUs vest 50% on Jan. 28, 2012 and 50% on Jan. 28, 2013. The RSUs convert into Prologis common stock upon vesting on a 1-for-1 basis. RSUs have no exercise price or expiration date.

5. RSUs vest 50% on Nov. 11, 2011 and 50% on Nov. 11, 2012. The RSUs convert into Prologis common stock upon vesting on a 1-for-1 basis. RSUs have no exercise price or expiration date.

6. RSUs vest 34% on Jan. 28, 2012 and 33% on each of Jan. 28, 2013 and Jan. 28, 2014. The RSUs convert into Prologis common stock upon vesting on a 1-for-1 basis. RSUs have no exercise price or expiration date.

7. RSUs vest 100% on Dec. 31, 2011. The RSUs convert into Prologis common stock upon vesting on a 1-for-1 basis. RSUs have no exercise price or expiration date.

Remarks:

	Kristi Oberson attorney in fact for William E. Sullivan	06/07/2011
	** 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 5 (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.