Sec Form 4 Filing - FOTIADES GEORGE L @ Prologis, Inc. - 2023-05-04

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
FOTIADES GEORGE L
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)
(Last) (First) (Middle)
C/O PROLOGIS, INC., PIER 1, BAY 1
3. Date of Earliest Transaction (MM/DD/YY)
05/04/2023
(Street)
SAN FRANCISCO, CA94111
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Deferred Stock Units $ 0 ( 1 ) ( 1 ) ( 1 ) Common Stock 21,255.1633 21,255.1633 D
Deferred Stock Units- NQDC $ 0 ( 2 ) 05/04/2023 05/04/2023 A 1,801 ( 2 ) ( 2 ) Common Stock 1,801 $ 0 ( 2 ) 39,227.6605 D
Phantom Shares- NQDC $ 0 ( 3 ) ( 3 ) ( 3 ) Common Stock 14,000.2812 14,000.2812 D
Phantom Shares $ 0 ( 4 ) ( 4 ) ( 4 ) Common Stock 26,518.3495 26,518.3495 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FOTIADES GEORGE L
C/O PROLOGIS, INC.
PIER 1, BAY 1
SAN FRANCISCO, CA94111
X
Signatures
/s/ Tammy Colvocoresses attorney in fact for George L. Fotiades 05/08/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents Deferred Stock Units (DSUs) associated with previous service on the board of ProLogis, our merger partner, and assumed by us in June 2011. 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. DSUs and DEUs are paid in the form of Prologis common stock at the rate of one common share per DSU or DEU. Balance in column 9 includes DSUs and DEUs.
( 2 )Deferred Stock Units (DSUs) granted May 4, 2023, which vest 100% on the earlier of the first anniversary of the grant date, or the first annualmeeting of the stockholders of Prologis that occurs after the grant date, and generally, are deferred under the Prologis, Inc. NonqualifiedDeferred Compensation Plan until May 4, 2026. DSUs earn dividend equivalent units (DEUs) when dividends are paid with respect to Prologiscommon stock and have no exercisable or expiration date. DSUs and accrued DEUs are convertible into Prologis common stock on a 1-for-1basis. Balance in column 9 includes DSUs and DEUs.
( 3 )Represents director fees that the reporting person has elected to defer into phantom shares under the NQDC Plan. These phantom shares arevested upon issuance and accrue DEUs at the Prologis common stock dividend rate at the time dividends are paid on Prologis common stock.Phantom shares are paid in the form of Prologis common stock at the rate of one common share per phantom share in accordance with thedeferral election made by the reporting person, or upon termination of service, and have no exercise price or expiration date. Balance in column9 includes phantom shares and DEUs.
( 4 )Represents phantom shares associated with previous service on the board of ProLogis, our merger partner, and assumed by us in June 2011. 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. Phantom shares and DEUs are paid in the form of Prologis common stock at the rate of one common share per Phantom share or DEU. Balance in column 9 includes phantom shares and DEUs.

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.