Sec Form 4 Filing - MOGHADAM HAMID R @ Prologis, Inc. - 2021-04-21

Insider filing report for Changes in Beneficial Ownership
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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
MOGHADAM HAMID R
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
X __ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last) (First) (Middle)
C/O PROLOGIS, INC., PIER 1, BAY 1
3. Date of Earliest Transaction (MM/DD/YY)
04/21/2021
(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 04/21/2021 04/21/2021 I( 1 ) 803,945 D $ 0 0 I Rabbi Trust ( 1 )
Common Stock 982,414 I Rabbi Trust ( 2 )
Common Stock 1,339,089 I Trust ( 3 )
Common Stock 131,775 I Trust ( 4 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MOGHADAM HAMID R
C/O PROLOGIS, INC.
PIER 1, BAY 1
SAN FRANCISCO, CA94111
X Chairman & CEO
Signatures
/s/ Tammy Colvocoresses, attorney in fact for Hamid R. Moghadam 04/23/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )REFLECTS PREVIOUSLY DISCLOSED AMENDMENT TO THE PROLOGIS 2011 NOTIONAL ACCOUNT DEFERRED COMPENSATION PLAN (the Notional Plan) EFFECTIVE ON 4/21/2021. NO SHARES WERE SOLD UPON THE EFFECTIVENESS OF SUCH AMENDMENT. This amendment allowed for Mr. Moghadam's Notional Plan account to be valued using the fair market value based on our closing common stock price as of 4/21/2021. Prior to the amendment, Mr. Moghadam held voting rights (but no ownership rights) over 803,945 PLD shares. This Form 4 reflects that Mr. Moghadam will no longer hold voting rights over such shares pursuant to the amendment.
( 2 )Held indirectly through a rabbi trust pursuant to our NQDC plans.
( 3 )Held indirectly in a trust FBO the reporting person with the reporting person and his spouse as sole trustees.
( 4 )Held indirectly in a trust with the reporting person as trustee.

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).

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