Sec Form 4 Filing - Arndt Timothy D @ Prologis, Inc. - 2023-01-17

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
Arndt Timothy D
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
(Last) (First) (Middle)
PIER 1, BAY 1
3. Date of Earliest Transaction (MM/DD/YY)
01/17/2023
(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
LTIP Units( 1 ) $ 0( 2 ) 01/17/2023 01/17/2023 A 16,677 ( 2 ) ( 2 ) Common Stock 16,677 $ 0.01 114,073 D
LTIP Units( 3 ) $ 0( 2 ) 01/17/2023 01/17/2023 A 5,242 ( 2 ) ( 2 ) Common Stock 5,242 $ 0.01 119,315 D
LTIP Units( 4 ) $ 0( 2 ) 01/17/2023 01/17/2023 A 10,787 ( 2 ) ( 2 ) Common Stock 10,787 $ 0.01 130,102 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Arndt Timothy D
PIER 1, BAY 1
SAN FRANCISCO, CA94111
Chief Financial Officer
Signatures
/s/ Tammy Colvocoresses, Attorney-in-Fact for Timothy D. Arndt 01/19/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents LTIP Units of Prologis, L.P. (the "LTIP Units") which vest 25% on each of 1/17/2024, 1/17/2025, 1/17/2026, and 1/17/2027, subject to continued employment. The LTIP Units were issued to the reporting person pursuant to the Prologis, Inc. 2020 Long-Term Incentive Plan (the "2020 LTIP").
( 2 )Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each vested LTIP Unit may beconverted, at the election of the holder, into a common unit of limited partnership interest in Prologis, L.P. (a "Common Unit"). Each CommonUnit acquired upon conversion of a vested LTIP Unit may be presented for redemption, at the election of the holder after the completion of a twoyear waiting period, for cash equal to the then fair market value of a share of Common Stock of the Company (the "Common Stock"), except thatthe Company may, at its election, acquire each Common Unit so presented for one share of Common Stock. The rights to convert vested LTIPUnits into Common Units and redeem Common Units have no expiration dates.
( 3 )Represents LTIP Units that were issued in exchange for the executive's cash bonus at the same value as the cash bonus. The LTIP Units vest100% on issuance date. The LTIP Units were issued to the reporting person pursuant to the 2020 LTIP.
( 4 )Represents LTIP Units of Prologis, L.P. (the "LTIP Units") that were issued to the reporting person pursuant to the Prologis Outperformance Plan.

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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