Ownership Submission

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 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MOGHADAM HAMID R

2. Issuer Name and Ticker or Trading Symbol
Prologis, Inc. [PLD]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman & CEO

(Last)

(First)

(Middle)

C/O PROLOGIS, INC., PIER 1, BAY 1

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2012

(Street)

SAN FRANCISCO, CA 94111

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ⁽¹⁾	12/07/2012	12/07/2012	M		259,462	A	$ 27.12	335,175	D
Common Stock ⁽¹⁾	12/07/2012	12/07/2012	S		259,462	D	$ 35.01 ⁽²⁾	75,713	D
Common Stock ⁽¹⁾ ⁽³⁾	12/07/2012	12/07/2012	M		426,028	A	$ 0 ⁽⁴⁾	501,741	D
Common Stock ⁽¹⁾ ⁽³⁾	12/07/2012	12/07/2012	F		327,861 ⁽⁵⁾	D	$ 35.24	173,880	D
Common Stock ⁽¹⁾ ⁽³⁾	12/07/2012	12/07/2012	D		98,167 ⁽⁶⁾	D	$ 0 ⁽⁴⁾	75,713	D
Stock Units ⁽¹⁾ ⁽³⁾	12/07/2012	12/07/2012	A		98,167	A	$ 0 ⁽⁴⁾	213,714	I	Rabbi Trust ⁽⁷⁾
Stock Units								803,945	I	Rabbi Trust ⁽⁸⁾
Common Stock								2,255,395	I	Trust ⁽⁹⁾
Common Stock								131,776	I	Trust ⁽¹⁰⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy) ⁽¹⁾

$ 27.12

12/07/2012

259,462

⁽¹¹⁾

02/13/2013

Common Stock

259,462

$ 0

2,075,123

Non-Qualified Stock Option (right to buy) ⁽¹⁾

$ 27.12

12/07/2012

296,296

⁽¹²⁾

02/13/2013

Common Stock

296,296

$ 0

1,778,827

Non-Qualified Stock Option (right to buy) ⁽¹⁾

$ 27.12

12/07/2012

129,732

⁽¹¹⁾

02/13/2013

Common Stock

129,732

$ 0

1,649,095

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MOGHADAM HAMID R C/O PROLOGIS, INC. PIER 1, BAY 1 SAN FRANCISCO, CA 94111	X		Chairman & CEO

Signatures

/s/ Kristi Oberson, attorney in fact for Hamid R. Moghadam		12/11/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The option exercises covered by this Form 4 were conducted pursuant to and in accordance with a 10b5-1 plan dated May 4, 2012.
(2)	The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.00 to $35.05. The reporting person undertakes to provide to Prologis, Inc., any security holder of Prologis, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price.
(3)	Reporting person elected to defer the gains from this stock option exercise reported on this Form 4 into the Amended and Restated AMB Nonqualified Deferred Compensation Plans (the "Plans"). In connection with this election, reporting person exercised the option via a stock-for-stock exercise. The deferral of the resulting gains was credited to the reporting person's account in the form of an equivalent number of stock units, each of which represents the reporting person's right to receive a share of Prologis common stock upon distribution of his account. Distribution will occur upon retirement, death, other termination of employment or disability, upon Prologis' change of control or on such other date as the reporting person elects.
(4)	Not applicable.
(5)	These shares were exchanged with Prologis in a stock-for-stock swap transaction to pay for the aggregate exercise price of the options ($11,553,879.36) pursuant to the 10b5-1 plan.
(6)	Solely a change in the form of ownership.
(7)	Held indirectly through a rabbi trust pursuant to the Amended and Restated AMB Nonqualified Deferred Compensation Plans.
(8)	Held indirectly through a rabbi trust pursuant to the AMB Property Corporation 2011 Notional Account Deferred Compensation Plan.
(9)	Held indirectly in a trust FBO the reporting person with the reporting person and his spouse as sole trustees.
(10)	Held indirectly in a trust with the reporting person as trustee.
(11)	Options issued under the 2002 Stock Option and Incentive Plan which became fully vested on Jan. 1, 2006. There are 0 options remaining exercisable under this award.
(12)	Options issued under the 2002 Stock Option and Incentive Plan which became fully vested on Feb. 13, 2003. There are 0 options remaining exercisable under this award.

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