Ownership Submission

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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

RAKOWICH WALTER C

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)
Co-Chief Executive 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	300,520	D
Common Stock, par value $.01	225	I	Mott Family Trust
Common Stock, par value $.01	245	I	Rakowich Family Trust
Common Stock, par value $.01	389	I	By children

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non Qualified Stock Options	⁽¹⁾	11/11/2018	Common Stock	111,600	$ 15.39	D
Non Qualified Stock Options	⁽²⁾	09/23/2014	Common Stock	78,120	$ 78.24	D
Non Qualified Stock Options	⁽²⁾	12/20/2015	Common Stock	44,600	$ 101.84	D
Non Qualified Stock Options	⁽²⁾	12/21/2016	Common Stock	33,524	$ 134.23	D
Non Qualified Stock Options	⁽³⁾	12/18/2017	Common Stock	35,856	$ 135.76	D
Restricted Share Units	⁽⁴⁾	⁽⁴⁾	Common Stock	1,923	$ 0	D
Restricted Share Units	⁽⁵⁾	⁽⁵⁾	Common Stock	36,828	$ 0	D
Restricted Share Units	⁽⁶⁾	⁽⁶⁾	Common Stock	61,438	$ 0	D
Restricted Share Units	⁽⁷⁾	⁽⁷⁾	Common Stock	110,059	$ 0	D
Restricted Share Units	⁽⁵⁾	⁽⁵⁾	Common Stock	38,599	$ 0	D

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RAKOWICH WALTER C C/O PROLOGIS, INC. PIER 1, BAY 1 SAN FRANCISCO, CA 94111			Co-Chief Executive Officer

Signatures

Kristi Oberson attorney in fact for Walter C. Rakowich		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 of which 55,800 are vested and 55,800 which will vest on Dec. 31, 2011.
(2)	Fully vested and exercisable.
(3)	Non Qualified Stock Options of which 26,892 are vested and 8,964 which will vest on Dec. 18, 2011.
(4)	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.
(5)	RSUs vest 50% on each of Jan. 28, 2012 and 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.
(6)	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.
(7)	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.

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