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INDEX TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
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As filed with the Securities and Exchange Commission on November 26, 2019

Registration No. 333-                  

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

Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

PROLOGIS, INC.
(Exact name of registrant as specified in its charter)

Pier 1, Bay 1
San Francisco, California 94111
(415) 394-9000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Edward S. Nekritz, Secretary
Prologis, Inc.
1800 Wazee Street, Suite 500
Denver, Colorado 80202
(303) 567-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after the effectiveness of this registration statement and the satisfaction or waiver
of all other conditions to the closing of the mergers described herein.

            If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

            If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

            If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

            Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act of 1934, as amended. (Check one):

            If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.    o

            If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

            Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)    o

            Exchange Act Rule 14d-1(d) (Cross-Border Issuer Third Party Tender Offer)    o

            The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

CALCULATION OF REGISTRATION FEE

(1)

Based on (a)(i) 157,605,104 common shares of beneficial interest, par value $0.001 per share, of Liberty Property Trust ("Liberty common shares") outstanding as of November 21, 2019, (ii) 1,599,237 Liberty common shares reserved for issuance upon exercise or settlement of outstanding options to purchase Liberty common shares and outstanding restricted stock units relating to Liberty common shares granted under the Liberty Property Trust equity incentive plans and the Liberty Property Trust employee share purchase plan and dividend reinvestment plan as of November 21, 2019 and (iii) 3,408,587 Liberty common shares reserved for issuance upon redemption or exchange of outstanding partnership units of Liberty Property Limited Partnership held by limited partners of Liberty Property Limited Partnership as of November 21, 2019 and (b) the exchange ratio of 0.675 shares of common stock, par value $0.01 per share, of Prologis, Inc. for each Liberty common share.

(2)

Calculated pursuant to Rule 457(f)(1) and Rule 457(c) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee based on the average of the high and low prices of Liberty common shares as reported on the New York Stock Exchange on November 19, 2019 ($61.02 per share), multiplied by the estimated maximum number of shares (162,612,928) that may be exchanged or converted for the securities being registered.

(3)

The registration fee for the securities registered hereby has been calculated pursuant to Section 6(b) of the Securities Act of 1933.

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The information in this proxy statement/prospectus is not complete and may be changed. Prologis, Inc. may not sell the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities nor should it be considered a solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION, DATED NOVEMBER 26, 2019

PROXY STATEMENT/PROSPECTUS

To the Shareholders of Liberty Property Trust:

          The board of directors of Prologis, Inc., which we refer to as "Prologis," and the board of trustees of Liberty Property Trust, which we refer to as "Liberty," have each unanimously approved a combination of Prologis and Liberty to bring together two complementary owners, operators and developers of industrial real estate.

          Prologis and Liberty, together with certain of their subsidiaries, entered into an agreement and plan of merger on October 27, 2019. In the proposed transaction, Liberty shareholders will receive 0.675 of a newly issued share of Prologis common stock for each Liberty common share that they own. The exchange ratio described above is fixed and will not be adjusted to reflect stock price changes prior to closing. Prologis common stock and Liberty common shares are each traded on the New York Stock Exchange, which we refer to as the "NYSE," under the symbols "PLD" and "LPT," respectively. Based on the closing price of PLD common stock on the NYSE of $90.86 on October 25, 2019, the last trading day before public announcement of the proposed transaction, the exchange ratio represented approximately $61.33 in PLD common stock for each Liberty common share. Based on the closing price of PLD common stock on the NYSE of $90.85 on November 21, 2019, the latest practicable date before the date of this proxy statement, the exchange ratio represented approximately $61.32 in PLD common stock for each Liberty common share.

          The combination of Liberty and Prologis will be accomplished through a series of transactions consisting of a first-step merger of an indirect wholly owned subsidiary of Liberty with and into Liberty, followed by a second-step merger of a parent entity of that subsidiary with a wholly owned subsidiary of Prologis. We refer to the foregoing mergers as the "company mergers." Following the company mergers, the outstanding equity interests in Liberty will be contributed to Prologis, L.P., which we refer to as "Prologis OP," and thereafter, Liberty Property Limited Partnership, which we refer to as "Liberty OP," will be merged in a third-step merger with a wholly owned subsidiary of Prologis OP, with Liberty OP being the surviving entity. In addition to the exchange of Liberty common shares for Prologis common stock, if the mergers are completed, each common limited partnership interest of Liberty OP, or the Liberty OP common units, will be converted into 0.675 of a newly issued common limited partnership interest of Prologis OP, and each preferred limited partnership interest of Liberty OP, or the Liberty OP preferred units, will be converted into one newly issued preferred limited partnership interest of Prologis OP. The obligations of parties to effect the mergers are subject to the satisfaction or waiver of certain customary conditions set forth in the merger agreement (including the approval of Liberty's shareholders).

          Upon completion of the company mergers, former Liberty shareholders will own approximately 14% of the then outstanding Prologis common stock, based on the number of shares of Prologis common stock outstanding as of November 21, 2019 and the number of Liberty common shares and stock-based awards outstanding as of November 21, 2019. In connection with the company mergers, based on the outstanding Liberty common shares as of November 21, 2019, we anticipate that Prologis will issue a total of approximately 107,462,930 shares of Prologis common stock, including (i) 106,741,296 shares of Prologis common stock in exchange for the outstanding Liberty common shares in the company mergers, which includes up to 357,851 shares of Prologis common stock to be issued in exchange for the Liberty restricted stock units, (ii) up to 4,252 shares of Prologis common stock that may be issued in exchange for Liberty common shares that may be issued under the Liberty employee share purchase plan and dividend reinvestment plan and (iii) up to 717,382 shares of Prologis common stock that may be issued in respect of Liberty stock options.

          Each of the company mergers is intended to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes, and accordingly, assuming each of the company mergers so qualify, Liberty shareholders generally will not recognize any gain or loss for U.S. federal income tax purposes on the surrender of their Liberty common shares and receipt of Prologis common stock, except with respect to cash they may receive in lieu of any fractional shares of Prologis common stock.

          Liberty will hold a special meeting of its shareholders to vote on a proposal to approve the company mergers, as well as certain related proposals. The record date for determining the shareholders entitled to receive notice of, and to vote at, the Liberty special meeting is [    ·    ]. The mergers cannot be completed unless, among other matters, Liberty shareholders approve the company mergers on the terms and conditions set forth in the merger agreement by the affirmative vote of holders of at least two-thirds of the Liberty common shares entitled to vote on such matter.

          This proxy statement/prospectus contains important information about Prologis, Liberty, the mergers, the merger agreement and the Liberty special meeting. This document is also a prospectus for shares of Prologis common stock that will be issued to Liberty shareholders and holders of awards under Liberty equity incentive plans pursuant to the merger agreement. We encourage you to read this proxy statement/prospectus and the annexes and documents incorporated herein by reference carefully before voting, including the section entitled "Risk Factors" beginning on page 34.

          Your vote is very important, regardless of the number of Liberty common shares you own. Whether or not you plan to attend the Liberty special meeting, please submit a proxy to vote your shares as promptly as possible to make sure that your Liberty common shares are represented at the Liberty special meeting. Please review this proxy statement/prospectus for more complete information regarding the mergers and the Liberty special meeting.

          The Liberty board of trustees unanimously recommends that the Liberty shareholders vote "FOR" the proposal to approve the company mergers contemplated by merger agreement and described herein, which approval is necessary to complete the mergers.

Sincerely,

William P. Hankowsky
Chairman, President, and Chief Executive Officer
Liberty Property Trust

          Neither the Securities and Exchange Commission nor any state securities regulatory authority has approved or disapproved of the mergers or the securities to be issued under this proxy statement/prospectus or has passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

          This proxy statement/prospectus is dated [    ·    ], and is first being mailed to Liberty shareholders on or about [    ·    ].

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LIBERTY PROPERTY TRUST
650 East Swedesford Road
Wayne, Pennsylvania 19087

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON [    ·    ]

To the Shareholders of Liberty Property Trust:

        A special meeting of the shareholders of Liberty Property Trust, a Maryland real estate investment trust, which we refer to as "Liberty," will be held at [    ·    ] on [    ·    ], commencing at [    ·    ], local time, to consider and vote upon the following matters:

1.

a proposal to approve the merger of a newly created indirect wholly owned subsidiary of Liberty with and into Liberty, with Liberty continuing as the surviving entity and as an indirect wholly owned subsidiary of Leaf Holdco Property Trust, a Maryland real estate investment trust and current wholly owned subsidiary of Liberty, which we refer to as "New Liberty Holdco," followed by the merger of New Liberty Holdco with and into Lambda REIT Acquisition LLC, a Maryland limited liability company and a wholly owned subsidiary of Prologis, which we refer to as "Prologis Merger Sub," with Prologis Merger Sub continuing as the surviving company, pursuant to which each outstanding Liberty common share of beneficial interest will be converted into the right to receive 0.675 of a newly issued share of Prologis common stock (we refer to the foregoing mergers as the "company mergers"), in each case, pursuant to, and on the terms and conditions set forth in, the Agreement and Plan of Merger, dated as of October 27, 2019, as it may be amended from time to time, by and among Prologis, Prologis OP, Prologis Merger Sub, Prologis OP Merger Sub, Liberty, Liberty OP and New Liberty Holdco (which we refer to as the "merger agreement," a copy of which is attached as Annex A to the proxy statement/prospectus accompanying this notice), on the terms and conditions set forth in the merger agreement;



2.

a non-binding advisory proposal to approve certain compensation that may be paid or become payable to certain named executive officers of Liberty in connection with the company mergers and the other transactions contemplated by the merger agreement; and



3.

a proposal to approve one or more adjournments of the Liberty special meeting to another date, time or place, if necessary, to solicit additional proxies in favor of the proposal to approve the company mergers on the terms and conditions set forth in the merger agreement.

        Liberty does not expect to transact any other business at the Liberty special meeting or any adjournment or postponement thereof. Please refer to the attached proxy statement/prospectus for further information with respect to the business to be transacted at the Liberty special meeting. The board of trustees of Liberty, which we refer to as the "Liberty board," has fixed the close of business on [    ·    ] as the record date for the determination of Liberty's shareholders entitled to receive notice of, and to vote at, the Liberty special meeting and any adjournments or postponements of the Liberty special meeting. Only holders of record of Liberty common shares at the close of business on the record date are entitled to receive notice of, and to vote at, the Liberty special meeting.

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        Approval of the proposal to approve the company mergers on the terms and conditions set forth in the merger agreement requires the affirmative vote of holders of at least two-thirds of the Liberty common shares outstanding and entitled to vote on such proposal. If you do not vote on the proposal to approve the company mergers on the terms and conditions set forth in the merger agreement, this will have the same effect as a vote by you against the approval of such proposal. The company mergers cannot be completed without the approval by Liberty's shareholders of the proposal to approve the company mergers on the terms and conditions set forth in the merger agreement.

        Approval of the non-binding advisory proposal to approve certain compensation that may be paid or become payable to certain named executive officers of Liberty in connection with the company mergers and the other transactions contemplated by the merger agreement requires the affirmative vote of a majority of all votes cast on such proposal.

        Approval of the proposal to approve one or more adjournments of the Liberty special meeting to another date, time or place, if necessary, to solicit additional proxies in favor of the proposal to approve the company mergers on the terms and conditions set forth in the merger agreement requires the affirmative vote of a majority of all votes cast on such proposal.

        The Liberty board has unanimously approved the merger agreement, the company mergers and the other transactions contemplated thereby and unanimously recommends that the Liberty shareholders vote FOR the proposal to approve the company mergers on the terms and conditions set forth in the merger agreement, FOR the non-binding advisory proposal to approve certain compensation that may be paid or become payable to certain named executive officers of Liberty in connection with the company mergers and the other transactions contemplated by the merger agreement, and FOR the proposal to approve one or more adjournments of the Liberty special meeting to another date, time or place, if necessary, to solicit additional proxies in favor of the proposal to approve the company mergers on the terms and conditions set forth in the merger agreement.

YOUR VOTE IS IMPORTANT

        Whether or not you plan to attend the Liberty special meeting, please submit a proxy to vote your shares as promptly as possible to make sure that your shares are represented at the Liberty special meeting. If Liberty shareholders of record return properly executed proxies but do not indicate how their Liberty common shares should be voted on a proposal, the Liberty common shares represented by their properly executed proxy will be voted as the Liberty board recommends and, therefore, FOR the proposal to approve the company mergers on the terms and conditions set forth in the merger agreement, FOR the non-binding advisory proposal to approve certain compensation that may be paid or become payable to certain named executive officers of Liberty in connection with the company mergers and the other transactions contemplated by the merger agreement, and FOR the proposal to approve one or more adjournments of the Liberty special meeting to another date, time or place, if necessary, to solicit additional proxies in favor of the proposal to approve the company mergers on the terms and conditions set forth in the merger agreement. Even if you plan to attend the Liberty special meeting in person, we urge you to submit your proxy as promptly as possible by (1) accessing the Internet website specified on your proxy card, (2) calling the toll-free number specified on your proxy card or (3) completing, signing, dating and returning the enclosed proxy card in the accompanying postage-paid envelope prior to the Liberty special meeting to ensure that your shares will be represented and voted at the Liberty special meeting.

        To submit a proxy, complete, sign, date and mail your proxy card in the preaddressed postage-paid envelope provided or, if the option is available to you, call the toll-free telephone number listed on your proxy card or use the Internet as described in the instructions on the enclosed proxy card to submit your proxy. Submitting a proxy will assure that your vote is counted at the Liberty special meeting if you do not attend in person. If your Liberty common shares are held in "street name" by your broker or other nominee, only your broker or other nominee can vote your Liberty common shares and the vote cannot be cast unless you provide instructions to your broker or other nominee on how to vote or obtain a legal proxy from your broker or other nominee. You should follow the

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directions provided by your broker or other nominee regarding how to instruct your broker or other nominee to vote your Liberty common shares. You may revoke your proxy at any time before it is voted at the Liberty special meeting. Please review the proxy statement/prospectus accompanying this notice for more complete information regarding the company mergers, the other transactions contemplated by the merger agreement and the Liberty special meeting.

        This notice and the enclosed proxy statement/prospectus are first being mailed to Liberty shareholders on or about [    ·    ].

Wayne, PA
[    ·    ]

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ADDITIONAL INFORMATION

        This proxy statement/prospectus incorporates important business and financial information about Prologis and Liberty from other documents that are not included in or delivered with this proxy statement/prospectus. See "Where You Can Find More Information and Incorporation by Reference" beginning on page 168.

        Documents incorporated by reference are also available to Liberty shareholders without charge upon written or oral request. You can obtain any of these documents by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers.

        To receive timely delivery of the requested documents in advance of the applicable special meeting, you should make your request no later than [    ·    ].

ABOUT THIS DOCUMENT

        This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed by Prologis (File No. 333-[    ·    ]) with the Securities and Exchange Commission, which we refer to as the SEC, constitutes a prospectus of Prologis for purposes of the Securities Act of 1933, as amended, which we refer to as the "Securities Act," with respect to the shares of Prologis common stock to be issued to Liberty shareholders in exchange for Liberty common shares and holders of awards under Liberty equity incentive plans pursuant to the merger agreement. This proxy statement/prospectus also constitutes a proxy statement for Liberty for purposes of the Securities Exchange Act of 1934, as amended, which we refer to as the "Exchange Act." In addition, it constitutes a notice of meeting with respect to the Liberty special meeting.

        You should rely only on the information contained or incorporated by reference in this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated [    ·    ]. You should not assume that the information contained in, or incorporated by reference into, this proxy statement/prospectus is accurate as of any date other than that date. Neither our mailing of this proxy statement/prospectus to Liberty shareholders nor the issuance by Prologis of shares of its common stock to Liberty shareholders or holders of awards under Liberty equity incentive plans pursuant to the merger agreement will create any implication to the contrary.

        This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this proxy statement/prospectus regarding Prologis has been provided by Prologis and information contained in this proxy statement/prospectus regarding Liberty has been provided by Liberty.

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DEFINED TERMS

        The following terms are used throughout this proxy statement/prospectus. Unless stated otherwise, the terms set forth below, whenever used in this proxy statement/prospectus, have the following meanings:

•

"Citi" means Citigroup Global Markets Inc., financial advisor to Liberty.



•

"closing" means the closing of the mergers.



•

"closing date" means the date on which the closing actually occurs.



•

"Code" means the Internal Revenue Code of 1986, as amended.



•

"Combined Company" means Prologis and its subsidiaries after the effective time of the Topco merger.



•

"Combined Company common stock" means the common stock of Prologis after the effective time of the Topco merger.



•

"company mergers" means the Liberty merger and the Topco merger.



•

"contribution" means the contribution of all of the outstanding equity interests of Liberty to Prologis OP in exchange for the issuance of equity interests in Prologis OP (which we refer to as the "issuance") to certain other subsidiaries of Prologis.



•

"contribution and issuance effective time" means the date and time the contribution and issuance becomes effective.



•

"DLLCA" means the Delaware Limited Liability Company Act.



•

"Exchange Act" means the Securities Exchange Act of 1934, as amended.



•

"exchange agent" means Computershare Trust Company, N.A.



•

"exchange ratio" means the right to receive 0.675 shares of Prologis common stock or 0.675 Prologis OP common units for each Liberty common share or Liberty OP common unit, respectively.



•

"GAAP" means generally accepted accounting principles as applied in the United States.



•

"Goldman Sachs" means Goldman Sachs & Co. LLC, financial advisor to Liberty.



•

"Innisfree" means Innisfree M&A Incorporated.



•

"Liberty" means Liberty Property Trust.



•

"Liberty board" means the board of trustees of Liberty.



•

"Liberty common shares" means the common shares of beneficial interest of Liberty, par value $0.001 per share.



•

"Liberty merger" means the merger of Liberty Merger Sub with and into Liberty, with Liberty continuing as the surviving entity. The Liberty merger is referred to in the merger agreement as the "Company Merger."



•

"Liberty merger effective time" means the date and time the Liberty merger becomes effective.



•

"Liberty Merger Sub" means an indirect wholly owned subsidiary of Liberty to be formed as a Maryland limited liability company after the date of the merger agreement.



•

"Liberty OP" means Liberty Property Limited Partnership.



•

"Liberty OP common units" means the common limited partnership interests of Liberty OP other than the Liberty OP preferred units.

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•

"Liberty OP partnership agreement" means the Second Amended and Restated Agreement of Limited Partnership of Liberty OP, as amended.



•

"Liberty OP preferred units" means the partnership interests of Liberty OP designated as "6.25% Series I-2 Cumulative Redeemable Preferred Partnership Interests" under the Liberty OP partnership agreement.



•

"Liberty parties" means Liberty, Liberty OP and New Liberty Holdco.



•

"Liberty shareholder approval" means the affirmative vote of the holders of at least two-thirds of the outstanding Liberty common shares entitled to vote on the approval of the company mergers.



•

"Maryland REIT Law" means the applicable provisions of Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended.



•

"merger agreement" means the Agreement and Plan of Merger, dated as of October 27, 2019, by and among the Prologis parties and the Liberty parties, as it may be amended from time to time, a copy of which is attached as Annex A to this proxy statement/prospectus and is incorporated herein by reference.



•

"merger consideration" means 0.675 shares of Prologis common stock for each New Liberty Holdco common share.



•

"mergers" means the Liberty merger, the Topco merger and the partnership merger.



•

"MGCL" means the Maryland General Corporation Law.



•

"MLLCA" means the Maryland Limited Liability Company Act.



•

"New Liberty Holdco" means Leaf Holdco Property Trust.



•

"New Liberty Holdco common shares" means the common shares of beneficial interest, par value $0.001 per share, of New Liberty Holdco.



•

"new Prologis common units" means the new Prologis OP common units into which the Liberty OP common units are converted in the partnership merger.



•

"new Prologis preferred units" means the new limited partnership interests in Prologis OP to be designated as "6.25% Class B Cumulative Redeemable Preferred Partnership Units" (or another designation as determined by Prologis) under the Prologis OP partnership agreement.



•

"NYSE" means the New York Stock Exchange.



•

"partnership merger" means the merger of Prologis OP Merger Sub with and into Liberty OP, with Liberty OP continuing as the surviving entity.



•

"partnership merger effective time" means the date and time the partnership merger becomes effective.



•

"partnership merger preferred consideration" means one new validly issued new Prologis preferred unit for each Liberty OP preferred unit.



•

"Pennsylvania law" means Title 15 of the Pennsylvania Consolidated Statutes, as amended.



•

"Prologis" means Prologis, Inc.



•

"Prologis board" means the board of directors of Prologis.



•

"Prologis common stock" means the common stock of Prologis, par value $0.01 per share.



•

"Prologis Merger Sub" means Lambda REIT Acquisition LLC.

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•

"Prologis OP" means Prologis, L.P.



•

"Prologis OP common unit" means a limited partnership interest in Prologis OP designated as a "Common Unit" under the Prologis OP partnership agreement.



•

"Prologis OP Merger Sub" means Lambda OP Acquisition LLC.



•

"Prologis OP partnership agreement" means the thirteenth amended and restated agreement of limited partnership of Prologis OP, as amended from time to time.



•

"Prologis OP preferred units" means a limited partnership interest in Prologis OP designated as a "Series Q Preferred Partnership Unit" under the Prologis OP partnership agreement.



•

"Prologis parties" means Prologis, Prologis OP, Prologis Merger Sub and Prologis OP Merger Sub.



•

"SDAT" means the State Department of Assessments and Taxation of the State of Maryland.



•

"SEC" means the Securities and Exchange Commission.



•

"Securities Act" means the Securities Act of 1933, as amended.



•

"surviving partnership" means Liberty OP after the effective time of the partnership merger.



•

"Topco merger" means the merger of New Liberty Holdco with and into Prologis Merger Sub, with Prologis Merger Sub continuing as the surviving entity.



•

"Topco merger effective time" means the date and time the Topco merger becomes effective.



•

"U.S. Treasury regulations" means regulations (as in effect from time to time) of the U.S. Department of Treasury under the Code.



•

"VWAP of Prologis common stock" means the volume weighted average price of Prologis common stock for the 10 trading days immediately prior to the 2nd business day prior to the date of the Topco merger effective time, starting with the opening of trading on the 1st trading day of such period and ending with the closing of trading on the trading day immediately prior to the 2nd business day prior to the date of the Topco merger effective time, as reported by Bloomberg (or, in the event Bloomberg does not report such information, such third-party service as is mutually agreed upon in good faith by Prologis and Liberty).

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QUESTIONS AND ANSWERS

        The following are answers to some questions that Liberty shareholders may have regarding the proposed combination of Prologis and Liberty. Prologis and Liberty urge you to read carefully this entire proxy statement/prospectus, including the Annexes, and the documents incorporated by reference into this proxy statement/prospectus, because the information in this section does not provide all the information that might be important to you.

Q:

What is the proposed transaction?

A:

Prologis and Liberty have entered into a merger agreement, pursuant to which, subject to the terms and conditions set forth in the merger agreement, Prologis will acquire Liberty in four steps: (i) first, in the Liberty merger, Liberty Merger Sub will merge with and into Liberty, with Liberty continuing as the surviving entity and a wholly owned subsidiary of New Liberty Holdco (which is currently a wholly owned subsidiary of Liberty), (ii) thereafter, in the Topco merger, New Liberty Holdco will merge with and into Prologis Merger Sub, with Prologis Merger Sub continuing as the surviving entity and a wholly owned subsidiary of Prologis, (iii) thereafter, in the contribution and issuance, Prologis, its applicable subsidiaries and Prologis Merger Sub will cause all of the outstanding equity interests of Liberty to be contributed to Prologis OP in exchange for the issuance by Prologis OP of Prologis OP common units to other subsidiaries of Prologis, and (iv) thereafter, in the partnership merger, Prologis OP Merger Sub will merge with and into Liberty OP, with Liberty OP continuing as the surviving entity and a wholly owned subsidiary of Prologis OP.

Q:

What will happen in the proposed transaction?

A:

At the Liberty merger effective time, each issued and outstanding Liberty common share as of immediately before the Liberty merger effective time will be automatically converted into the right to receive one New Liberty Holdco common share. Also as of the Liberty merger effective time, each outstanding equity award relating to Liberty common shares will be automatically converted into an equivalent award relating to an equal number of New Liberty Holdco common shares.

At the Topco merger effective time, each New Liberty Holdco common share issued and outstanding immediately prior to the Topco merger effective time (other than New Liberty Holdco common shares owned by New Liberty Holdco or any of New Liberty Holdco's wholly owned subsidiaries and New Liberty Holdco common shares owned by Prologis or any of Prologis' wholly owned subsidiaries) will be automatically converted into the right to receive 0.675 shares of Prologis common stock, together with cash in lieu of fractional shares, without interest, upon the terms and subject to the conditions set forth in the merger agreement.

At the Topco merger effective time, each outstanding restricted stock award, restricted stock unit award, and stock option relating to New Liberty Holdco common shares will vest and be cancelled in exchange for a payment of the merger consideration (or a cash payment equal to the value of the merger consideration, in the case of an award that is payable in cash by its terms) in respect of each underlying New Liberty Holdco common share (reduced by the aggregate exercise price in the case of each stock option). Performance-based restricted stock unit awards will vest based on the actual level of achievement of the applicable performance goals through the day immediately prior to the Topco merger effective time (or, in the case of awards granted in 2017, if the merger occurs on or after January 1, 2020, based on actual performance during the completed performance period).

At the partnership merger effective time, (i) the general partner interests in Liberty OP as of immediately prior to the partnership merger effective time will remain general partnership interests in Liberty OP, (ii) each Liberty OP common unit that is issued and outstanding immediately prior

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to the partnership merger effective time will automatically be converted into 0.675 new validly issued Prologis OP common units and each holder of Liberty OP common units will be admitted as a limited partner of Prologis OP in accordance with the terms of the Prologis OP partnership agreement (no fractional new Prologis OP common units will be issued in the partnership merger; rather, any fractional Prologis OP common unit will be rounded to the nearest whole number), and (iii) each Liberty OP preferred unit that is issued and outstanding immediately prior to the partnership merger effective time will automatically be converted into one new validly issued new Prologis preferred unit with substantially the same terms and rights as such Liberty OP preferred units immediately prior to the partnership merger and each holder of new Prologis preferred units will be admitted as a limited partner of Prologis OP in accordance with the terms of Prologis OP's partnership agreement.

Prior to the closing of the mergers, Prologis, as general partner of Prologis OP, will cause the Prologis OP partnership agreement to be amended to create and authorize such new Prologis preferred units.

See "The Merger Agreement—Merger Consideration; Effects of the Mergers" beginning on page 111 for detailed descriptions of the merger consideration and treatment of securities.

Q:

What happens if the market price of shares of Prologis common stock or Liberty common shares changes before the closing of the mergers?

A:

No change will be made to the exchange ratio of 0.675 if the market price of shares of Prologis common stock or Liberty common shares changes before the mergers. As a result, the market value of the consideration to be received by Liberty shareholders in the Topco merger and Liberty OP unitholders in the partnership merger will increase or decrease depending on the market price of shares of Prologis common stock at the effective time of the mergers.

Q:

Why am I receiving this proxy statement/prospectus?

A:

The Liberty board is using this proxy statement/prospectus to solicit proxies of Liberty shareholders in connection with seeking approval of the company mergers. In addition, Prologis is using this proxy statement/prospectus as a prospectus for Liberty shareholders because Prologis is offering shares of Prologis common stock to be issued in connection with the company mergers. The company mergers cannot be completed unless the holders of Liberty common shares vote to approve the company mergers on the terms and conditions set forth in the merger agreement.

Liberty will hold a meeting of its shareholders to obtain this approval and to consider other proposals as described elsewhere in this proxy statement/prospectus.

This proxy statement/prospectus contains important information about the company mergers and the other proposals being voted on at the Liberty special meeting and you should read it carefully. The enclosed voting materials allow you to vote your Liberty common shares without attending the special meeting.

Your vote is important. You are encouraged to submit your proxy as promptly as possible.

Q:

Am I being asked to vote on any other proposals at the special meetings in addition to the company mergers proposal?

A:

At the Liberty special meeting, Liberty shareholders will be asked to consider and vote upon the following additional proposals:

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•

A non-binding advisory proposal to approve certain compensation that may be paid or become payable to certain named executive officers of Liberty in connection with the company mergers and the other transactions contemplated by the merger agreement; and



•

To approve one or more adjournments of the Liberty special meeting to another date, time or place, if necessary, to solicit additional proxies in favor of the proposal to approve the company mergers on the terms and conditions set forth in the merger agreement.

Q:

Why are Prologis and Liberty proposing the mergers?

A:

Among other reasons, because if completed, the mergers are expected to provide a number of significant potential strategic opportunities and benefits, including combining two complementary portfolios with similar business strategies in top United States markets, allowing the Combined Company to capture immediate and substantial cost synergies and creating a balanced platform from a geographic and customer perspective in strategic markets and submarkets. The Combined Company will continue as the largest industrial real estate investment trust, or "REIT," by total enterprise value and among the largest publicly traded United States REITs. To review the reasons of the Liberty board for the mergers in greater detail, see "The Mergers—Recommendation of the Liberty Board of Trustees and its Reasons for the Mergers" beginning on page 63.

Q:

Who will be the board of directors and management of the Combined Company?

A:

There will be no change to the current members of the Prologis board or executive officers as a result of the mergers. Hamid R. Moghadam will continue to serve as Chief Executive Officer and Chairman of the Combined Company.

Q:

Will Prologis and Liberty continue to pay dividends or distributions prior to the closing of the mergers?

A:

Yes.

The merger agreement permits Prologis to pay, subject to certain other exceptions related to preferred stock, (i) regular quarterly cash distributions at a quarterly rate not to exceed $0.53 per share of Prologis common stock, except that the Prologis board may increase such dividend by no more than 15%, (ii) regular distributions that are required to be made in respect of the Prologis OP common units in connection with any dividends paid on the shares of the Prologis common stock, (iii) distributions that are required to be made in respect of the Prologis OP preferred units under the Prologis OP partnership agreement and (iv) any distribution that is reasonably necessary to maintain its REIT qualification and/or to avoid the imposition of United States federal income or excise tax.

The merger agreement permits Liberty to pay, subject to certain other exceptions related to preferred shares, (i) regular quarterly cash distributions at a quarterly rate not to exceed $0.41 per share of Liberty common shares, (ii) regular distributions that are required to be made in respect of the Liberty OP common units in connection with any dividends paid on the Liberty common shares, (iii) distributions that are required to be made in respect of Liberty OP preferred units under the Liberty OP partnership agreement and (iv) any distribution that is reasonably necessary to maintain its REIT qualification and/or to avoid the imposition of United States federal income or excise tax.

The timing of quarterly dividends will be coordinated by Prologis and Liberty so that if either Prologis stockholders or Liberty shareholders receive a dividend for any particular quarter prior to the closing date, the stockholders or shareholders of the other entity will also receive a dividend for that quarter prior to the closing date.

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Q:

When and where is the special meeting of the Liberty shareholders?

A:

The Liberty special meeting will be held at [    ·    ] on [    ·    ], commencing at [    ·    ], local time.

Q:

Who can vote at the Liberty special meeting?

A:

All holders of Liberty common shares of record as of the close of business on [    ·    ], the record date for determining shareholders entitled to notice of and to vote at the Liberty special meeting, are entitled to receive notice of and to vote at the Liberty special meeting. As of the record date, there were [    ·    ] Liberty common shares outstanding and entitled to vote at the Liberty special meeting, held by approximately [    ·    ] holders of record. Each outstanding Liberty common share is entitled to one vote on each proposal presented at the Liberty special meeting.

Q:

What constitutes a quorum?

A:

To constitute a quorum for the conduct of the Liberty special meeting, there must be present at the Liberty special meeting in person or by proxy shareholders entitled to cast a majority of all the votes entitled to be cast. If you submit a proxy but fail to provide voting instructions or abstain on any of the proposals listed on the proxy card, your shares will be counted for purpose of determining whether a quorum is present at the Liberty special meeting. If your shares are held in "street name" by your broker or other nominee and you do not tell the nominee how to vote your shares, these shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the Liberty special meeting.

Q:

What vote is required to approve the proposals?

A:

The proposals to be voted upon at the Liberty special meeting require the following votes in order to be approved:

•

Approval of the proposal to approve the company mergers on the terms and conditions set forth in the merger agreement requires the affirmative vote of holders of at least two-thirds of the Liberty common shares outstanding and entitled to vote on such proposal.

•

Approval of the non-binding advisory proposal to approve certain compensation that may be paid or become payable to certain named executive officers of Liberty in connection with the company mergers and the other transactions contemplated by the merger agreement requires the affirmative vote of holders of Liberty common shares constituting a majority of all votes cast on such proposal.

•

Approval of the proposal to approve one or more adjournments of the Liberty special meeting to another date, time or place, if necessary, to solicit additional proxies in favor of the proposal to approve the company mergers on the terms and conditions set forth in the merger agreement requires the affirmative vote of holders of Liberty common shares constituting a majority of all votes cast on such proposal.

Q:

How does the Liberty board recommend that Liberty shareholders vote on the proposals?

A:

The Liberty board has unanimously approved the merger agreement, the company mergers and the other transactions contemplated by the merger agreement and recommends that the Liberty shareholders vote FOR the proposal to approve the company mergers on the terms and conditions set forth in the merger agreement, FOR the non-binding advisory proposal to approve certain compensation that may be paid or become payable to certain named executive officers of Liberty in connection with the company mergers and the other transactions contemplated by the merger agreement, and FOR the proposal to approve one or more adjournments of the Liberty special meeting to another date, time or place, if necessary, to solicit additional proxies in favor of the

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proposal to approve the company mergers on the terms and conditions set forth in the merger agreement.

For a more complete description of the recommendation of the Liberty board, see "The Mergers—Recommendation of the Liberty Board of Trustees and its Reasons for the Mergers" beginning on page 63.

Q:

Do any of Liberty's named executive officers or trustees have interests in the mergers that may differ from those of Liberty shareholders?

A:

Liberty's named executive officers and trustees have interests in the mergers that are different from, or in addition to, their interests as Liberty shareholders. The members of the Liberty board were aware of and considered these interests, among other matters, in evaluating the merger agreement and the mergers, and in recommending that Liberty shareholders vote FOR the proposal to approve the company mergers on the terms and conditions set forth in the merger agreement. For a description of these interests, see the section entitled "The Mergers—Interests of Liberty's Trustees and Named Executive Officers in the Mergers" beginning on page 95.

Q:

Are there any conditions to closing of the mergers that must be satisfied for the mergers to be completed?

A:

In addition to the approval of the Liberty shareholders of the company mergers on the terms and conditions set forth in the merger agreement, there are a number of customary conditions that must be satisfied or waived for the mergers to be consummated. For a description of all of the conditions to the mergers, see "The Merger Agreement—Conditions to Completion of the Mergers" beginning on page 136.

Q:

Are there risks associated with the mergers that I should consider in deciding how to vote?

A:

Yes. There are a number of risks related to the mergers that are discussed in this proxy statement/prospectus described in the section entitled "Risk Factors" beginning on page 34.

Q:

If I do not vote for a proposal, what effect will that have?

A:

If you are a Liberty shareholder, failure to vote, abstentions and broker non-votes will have the same effect as votes AGAINST the proposal to approve the company mergers. Failure to vote, abstentions and broker non-votes will have no effect on (i) the non-binding advisory proposal to approve certain compensation that may be paid or become payable to certain named executive officers of Liberty in connection with the company mergers and the other transactions contemplated by the merger agreement, or (ii) the proposal to approve one or more adjournments of the Liberty special meeting to another date, time or place, if necessary, to solicit additional proxies in favor of the proposal to approve the company mergers and the other transactions contemplated by the merger agreement.

Q:

Will my rights as a shareholder of Liberty change as a result of the company mergers?

A:

Yes. Liberty shareholders will have different rights following the effective time of the company mergers due to the differences between the governing documents of Prologis and Liberty. For more information regarding the differences in stockholder rights, see "Comparison of Rights of the Prologis Stockholders and the Liberty Shareholders" beginning on page 151.

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Q:

When are the mergers expected to be completed?

A:

Prologis and Liberty expect to complete the mergers as soon as reasonably practicable following satisfaction of all of the required conditions. If the Liberty shareholders approve the company mergers and if the other conditions to closing the mergers are satisfied or waived, it is currently expected that the mergers will be completed in the first quarter of 2020. However, there is no guarantee that the conditions to the mergers will be satisfied or that the mergers will close.

Q:

What are the material United States federal income tax consequences to United States holders of the company mergers?

A:

Each of the Liberty merger and the Topco merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Code. Assuming that each of the company mergers qualify as a reorganization, United States holders (as defined in the discussion under the heading "The Mergers—Material United States Federal Income Tax Consequences of the Company Mergers") of Liberty common shares generally will not recognize gain or loss for United States federal income tax purposes upon the receipt of New Liberty Holdco common shares in exchange for Liberty common shares in connection with the Liberty merger and United States holders of New Liberty Holdco common shares generally will not recognize gain or loss for United States federal income tax purposes upon the receipt of Prologis common stock in exchange for New Liberty Holdco common shares in connection with the Topco merger, except with respect to cash received in lieu of fractional shares of Prologis common stock. Holders of Liberty common shares should read the discussion under the heading "The Mergers—Material United States Federal Income Tax Consequences of the Company Mergers" beginning on page 102 and consult their tax advisors to determine the tax consequences to them (including the application and effect of any state, local or non-United States income and other tax laws) of the company mergers.

Q.

What happens if the non-binding advisory proposal to approve certain compensation that may be paid or become payable to certain named executed officers of Liberty in connection with the company mergers is not approved?

A.

Approval, on an advisory (non-binding) basis, of compensation that may be paid or become payable to certain named executive officers of Liberty in connection with the company mergers is not a condition to completion of the mergers. Because the vote regarding merger-related compensation is advisory only, it will not be binding on either Liberty or Prologis regardless of whether the mergers are completed. Accordingly, if the mergers are completed, the merger-related compensation will become payable in connection with the mergers and a qualifying termination of employment, subject only to the conditions applicable thereto, regardless of the outcome of the vote on the non-binding advisory proposal.

Q:

Are Liberty shareholders entitled to appraisal rights?

A:

No. Liberty shareholders are not entitled to exercise appraisal rights in connection with the mergers. See "The Merger Agreement—Merger Consideration; Effects of the Mergers—Dissenters' Rights" beginning on page 115 for more information.

Q:

What do I need to do now?

A:

After you have carefully read this proxy statement/prospectus, please respond by completing, signing and dating your proxy card or voting instruction card and returning it in the enclosed preaddressed postage-paid envelope or, if available, by submitting your proxy by one of the other methods specified in your proxy card or voting instruction card as promptly as possible so that your Liberty common shares will be represented and voted at the Liberty special meeting. Please

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refer to your proxy card or voting instruction card forwarded by your broker or other nominee to see which voting options are available to you. The method by which you submit a proxy will in no way limit your right to vote at the Liberty special meeting if you later decide to attend the meeting in person. However, if your Liberty common shares are held in the name of a broker or other nominee, you must obtain a legal proxy, executed in your favor, from your broker or other nominee, to be able to vote in person at the Liberty special meeting.

Q:

How will my proxy be voted?

A:

All Liberty common shares entitled to vote and represented by properly completed proxies received prior to the Liberty special meeting, and not revoked, will be voted at the Liberty special meeting as instructed on the proxies. If you properly sign, date and return a proxy card, but do not indicate how your Liberty common shares should be voted on a matter, the Liberty common shares represented by your proxy will be voted as the Liberty board recommends and, therefore, FOR the proposal to approve the company mergers on the terms and conditions set forth in the merger agreement, FOR the non-binding advisory proposal to approve certain compensation that may be paid or become payable to certain named executive officers of Liberty in connection with the company mergers and the other transactions contemplated by the merger agreement, and FOR the proposal to approve one or more adjournments of the Liberty special meeting to another date, time or place, if necessary, to solicit additional proxies in favor of the proposal to approve the company mergers on the terms and conditions set forth in the merger agreement. See "The Liberty Special Meeting—Abstentions and Broker Non-Votes" on page 52.

Q:

Can I revoke my proxy or change my vote after I have delivered my proxy?

A:

Yes. You may revoke your proxy or change your vote at any time before your proxy is voted at the Liberty special meeting. If you are a holder of record, you can do this in any of the three following ways:

•

by sending a written notice to the corporate Secretary of Liberty, in time to be received before the Liberty special meeting, stating that you would like to revoke your proxy;

•

by completing, signing and dating another proxy card and returning it by mail in time to be received before the Liberty special meeting, or by submitting a later-dated proxy by the Internet or telephone in which case your later-submitted proxy will be recorded and your earlier proxy revoked; or

•

by attending the Liberty special meeting and voting in person. Simply attending the Liberty special meeting without voting will not revoke your proxy or change your vote.

If your Liberty common shares are held in an account at a broker or other nominee and you desire to change your vote or vote in person, you should contact your broker or other nominee for instructions on how to do so.

Q:

What does it mean if I receive more than one set of voting materials for the Liberty special meeting?

A:

You may receive more than one set of voting materials for the Liberty special meeting, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your Liberty common shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold your Liberty common shares. If you are a holder of record and your Liberty common shares are registered in more than one name, you may receive more than one proxy card. Please complete,

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sign, date and return each proxy card and voting instruction card that you receive or, if available, please submit your proxy by telephone or over the Internet.

Q:

Do I need identification to attend the Liberty special meeting in person?

A:

Yes. Please bring proper identification, together with proof that you are a record owner of Liberty common shares. If your shares are held in street name, please bring acceptable proof of ownership, such as a letter from your broker or an account statement showing that you beneficially owned Liberty common shares on the record date.

Q:

Will a proxy solicitor be used?

A:

Yes. Liberty has engaged Innisfree M&A Incorporated, which we refer to as "Innisfree," to assist in the solicitation of proxies for the Liberty special meeting and Liberty estimates it will pay Innisfree a fee of approximately $25,000. Liberty has also agreed to reimburse Innisfree for reasonable out-of-pocket expenses and disbursements incurred in connection with the proxy solicitation. In addition to mailing proxy solicitation material, Liberty's trustees, officers and employees may also solicit proxies in person, by telephone or by any other electronic means of communication deemed appropriate. No additional compensation will be paid to Liberty's trustees, officers or employees for such services.

Q:

Who can answer my questions?

A:

If you have any questions about the mergers or how to submit your proxy or need additional copies of this proxy statement/prospectus, the enclosed proxy card or voting instructions, you should contact:

Liberty Property Trust
650 East Swedesford Road, Suite 400
Wayne, PA 19087
Attention: Investor Relations
(610) 648-1700
www.libertyproperty.com

Proxy Solicitor:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Toll-free: (888) 750-5834
Banks and Brokers: (212) 750-5833

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