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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(Print or Type Responses)
1. Name and Address of Reporting Person *
NEKRITZ EDWARD S
   2. Issuer Name and Ticker or Trading Symbol
Prologis, Inc. [PLD] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Legal Off./Gen. Counsel
(Last)
(First)
(Middle)
C/O PROLOGIS, INC., PIER 1, BAY 1		 3. Date of Earliest Transaction (Month/Day/Year)
01/28/2013
(Street)

SAN FRANCISCO, CA 94111		 4. If Amendment, Date Original Filed(Month/Day/Year)
02/01/2013		 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)
Code V Amount (A) or (D) Price
Common Stock (1) 01/28/2013 01/28/2013 M   2,209 A $ 0 174,002 D  
Common Stock (2) 01/28/2013 01/28/2013 M   106 A $ 0 174,108 D  
Common Stock (3) 01/28/2013 01/28/2013 F   740 D $ 40.93 173,368 D  
Common Stock (4) 01/30/2013 01/30/2013 M   3,707 A $ 0 177,075 D  
Common Stock (2) 01/30/2013 01/30/2013 M   132 A $ 0 177,207 D  
Common Stock (3) 01/30/2013 01/30/2013 F   1,227 D $ 40.05 175,980 D  
Common Stock (5) 02/01/2013 02/01/2013 M   13,057 A $ 0 189,037 D  
Common Stock (3) 02/01/2013 02/01/2013 F   4,175 D $ 40.48 184,862 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) $ 0 01/28/2013 01/28/2013 M     2,209   (1)   (1) Common Stock 2,209 $ 0 76,848 D  
Dividend Equivalent Units (2) $ 0 01/28/2013 01/28/2013 M     106   (2)   (2) Common Stock 106 $ 0 76,742 D  
Restricted Stock Units (4) $ 0 01/30/2013 01/30/2013 M     3,707   (4)   (4) Common Stock 3,707 $ 0 73,035 D  
Dividend Equivalent Units (2) $ 0 01/30/2013 01/30/2013 M     132   (2)   (2) Common Stock 132 $ 0 72,903 D  
Restricted Stock Units $ 0 02/01/2013 02/01/2013 M     7,506   (6)   (6) Common Stock 7,506 $ 0 65,397 D  
Restricted Stock Units $ 0 02/01/2013 02/01/2013 M     5,551   (7)   (7) Common Stock 5,551 $ 0 59,846 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
NEKRITZ EDWARD S
C/O PROLOGIS, INC.
PIER 1, BAY 1
SAN FRANCISCO, CA 94111		       Chief Legal Off./Gen. Counsel  

Signatures

 Kristi Oberson, attorney-in-fact for Edward Nekritz   02/07/2013
**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) Conversion of one third of RSUs following vest on January 30, 2013. The RSUs convert into Prologis common stock upon vesting on a 1-for-1 basis, and have no exercise price or expiration date. The remaining shares vest ratably on January 30, 2014 and January 30, 2015.
(2) Conversion of Dividend Equivalent Units (DEUs) following vest on January 28, 2013. DEUs were accrued on outstanding RSUs at the Prologis common stock distribution rate at the time distributions on common stock occurred between November 11, 2008 and December 31, 2009 and vest with the underlying RSU. They are paid in the form of Prologis common stock at the rate of one common share per DEU. Balance in Column 9 includes RSUs and DEUs.
(3) Shares withheld for payment of the tax liability associated with the receipt of common stock acquired upon the vesting of the RSUs and DEUs referenced in Table II.
(4) Conversion of 50% of RSUs following vest on January 28, 2013. The RSUs convert into Prologis common stock upon vesting on a 1-for-1 basis, and have no exercise price or expiration date. The remaining RSUs vest on January 28, 2014.
(5) Conversion of Restricted Share Units (RSUs) following vest on 2/1/2013 as reported in Table II. The RSUs convert into Prologis common stock upon vesting on a 1-for-1 basis, and have no exercise price or expiration date.
(6) Conversion of 40% of RSUs following vest on February 1, 2013. The RSUs convert into Prologis common stock upon vesting on a 1-for-1 basis, and have no exercise price or expiration date. The remaining RSUs will vest on February 1, 2014 (2/3) and on February 1, 2015 (1/3).
(7) Conversion of 34% of RSUs following vest on February 1, 2013. The RSUs convert into Prologis common stock upon vesting on a 1-for-1 basis, and have no exercise price or expiration date. The remaining RSUswill vest ratably on February 1, 2014 and February 1, 2015.

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