Sec Form 4 Filing - ZOLLARS WILLIAM D @ Prologis, Inc. - 2020-04-29

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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
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1. Name and Address of Reporting Person
ZOLLARS WILLIAM D
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)
04/29/2020
(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
Common Stock ( 1 ) 04/29/2020 04/29/2020 M 3,335 A $ 0 17,115 D
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 and Dividend Equivalent Units-NQDC $ 0 ( 1 ) 04/29/2020 04/29/2020 M 3,335.2637 ( 1 ) ( 1 ) Common Stock 3,335.2637 $ 0 ( 1 ) 5,614.4204 D
Deferred Stock Units- NQDC $ 0 ( 2 ) 04/29/2020 04/29/2020 A 2,107 ( 2 ) ( 2 ) Common Stock 2,107 $ 0 ( 2 ) 7,721.4204 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ZOLLARS WILLIAM D
C/O PROLOGIS, INC.
PIER 1, BAY 1
SAN FRANCISCO, CA94111
X
Signatures
/s/ Tammy Colvocoresses attorney in fact for William D. Zollars 05/01/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Conversion of Deferred Stock Units (DSUs) and Dividend Equivalent Units (DEUs) that were deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan (the NQDC Plan). Original grant terms provided for release of shares on the earlier of (a) the third anniversary of the Grant Date (May 3, 2017) or (b) the first annual meeting of the stockholders of Prologis. Shares were released on April 29, 2020. DSUs and DEUs convert into Prologis common stock upon vesting on a 1-for-1 basis, and have no exercise price or expiration date.
( 2 )Deferred Stock Units (DSUs) granted April 29, 2020 which vest 100% on the earlier of the first anniversary of the grant date, or the first annual meeting of the stockholders of Prologis that occurs after the grant date, and generally, are deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan until April 29, 2023. DSUs earn dividend equivalent units (DEUs) when dividends are paid with respect to Prologis common stock and have no exercisable or expiration date. DSUs and accrued DEUs are convertible into Prologis common stock on a 1-for-1 basis. Balance in column 9 includes DSUs and DEUs.

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