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 *
  LYONS IRVING F III
 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)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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 20,504
D
 
Common Stock, par value $.01 22,431
I
The Lyons Family Trust

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
Deferred Share Units   (1)   (1) Common Stock 6,904 $ 0 D  
Phantom Shares   (2)   (2) Common Stock 1,000 $ 0 D  
Prologis Limited Partnership-I Units   (3)   (3) Common Stock 78,728 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LYONS IRVING F III
C/O PROLOGIS, INC.
PIER 1, BAY 1
SAN FRANCISCO, CA 94111		   X      

Signatures

Kristi Oberson attorney in fact for Irving F. Lyons, III. 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) Deferred Share Units (DSUs). DSUs are fully vested at grant and are deferred until the reporting person ceases to be a director at which time the units convert into Prologis common stock on a 1-for-1 basis. DSUs have no exercisable or expiration date. Balance in column 3 includes DEUs earned through dividend reinvestment related to the DSUs.
(2) Phantom Shares. Fees earned by the director that the reporting person has elected to defer into phantom shares. Phantom shares convert into Prologis common stock on a 1-for-1 basis after the reporting person ceases to be a director. Balance in column 3 includes Dividend Equivalent Units (DEUs) earned through dividend reinvestment related to the phantom shares.
(3) Convertible on a 1-for-1 basis into Prologis common stock.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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