FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  SULLIVAN WILLIAM E
2. Date of Event Requiring Statement (Month/Day/Year)
06/03/2011
3. Issuer Name and Ticker or Trading Symbol
Prologis, Inc. [PLD]
(Last)
(First)
(Middle)
C/O PROLOGIS, INC., PIER 1, BAY 1
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN FRANCISCO, CA 94111
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $.01 119,935
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non Qualified Stock Options   (1) 11/11/2018 Common Stock 83,700 $ 15.39 D  
Non Qualified Stock Options   (2) 12/18/2017 Common Stock 19,558 $ 135.76 D  
Restricted Share Units   (3)   (3) Common Stock 1,048 $ 0 D  
Restricted Share Units   (4)   (4) Common Stock 8,838 $ 0 D  
Restricted Share Units   (5)   (5) Common Stock 92,157 $ 0 D  
Restricted Share Units   (6)   (6) Common Stock 15,624 $ 0 D  
Restricted Share Units   (7)   (7) Common Stock 14,521 $ 0 D  
Restricted Share Units   (4)   (4) Common Stock 9,263 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SULLIVAN WILLIAM E
C/O PROLOGIS, INC.
PIER 1, BAY 1
SAN FRANCISCO, CA 94111
      Chief Financial Officer  

Signatures

Kristi Oberson attorney in fact for William E. Sullivan 06/07/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Non Qualified Stock Options vest 50% on each of Nov. 11, 2011 and Nov. 11, 2012.
(2) Non Qualified Stock Options of which 14,668 are vested and 4,890 which will vest on Dec. 18, 2011.
(3) RSUs vest 100% on Dec. 18, 2011. The RSUs convert into Prologis common stock upon vesting on a 1-for-1 basis. RSUs have no exercise price or expiration date.
(4) RSUs vest 50% on Jan. 28, 2012 and 50% on Jan. 28, 2013. The RSUs convert into Prologis common stock upon vesting on a 1-for-1 basis. RSUs have no exercise price or expiration date.
(5) RSUs vest 50% on Nov. 11, 2011 and 50% on Nov. 11, 2012. The RSUs convert into Prologis common stock upon vesting on a 1-for-1 basis. RSUs have no exercise price or expiration date.
(6) RSUs vest 34% on Jan. 28, 2012 and 33% on each of Jan. 28, 2013 and Jan. 28, 2014. The RSUs convert into Prologis common stock upon vesting on a 1-for-1 basis. RSUs have no exercise price or expiration date.
(7) RSUs vest 100% on Dec. 31, 2011. The RSUs convert into Prologis common stock upon vesting on a 1-for-1 basis. RSUs have no exercise price or expiration date.

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