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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| 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) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Dividend Equivalent Units | $ 0 (4) | 12/30/2016 | 12/30/2016 | A | 5.6961 | (4) | (4) | Common Stock | 5.6961 | $ 0 (4) | 721.6358 | D | |||
| Dividend Equivalent Units | $ 0 (5) | 12/30/2016 | 12/30/2016 | A | 65.6285 | (5) | (5) | Common Stock | 65.6285 | $ 0 (5) | 8,314.4944 | D | |||
| Dividend Equivalent Units - NQDC | $ 0 (6) | 12/30/2016 | 12/30/2016 | A | 149.5799 | (6) | (6) | Common Stock | 149.5799 | $ 0 (6) | 18,950.3507 | D | |||
| Phantom Stock | $ 0 (1) | 01/03/2017 | 01/03/2017 | D | 184 | (1) | (1) | Common Stock | 184 | $ 0 (1) | 537.6358 | D | |||
| Dividend Equivalent Units | $ 0 (2) | 01/03/2017 | 01/03/2017 | D | 57.4196 | (2) | (2) | Common Stock | 57.4196 | $ 0 (2) | 480.2162 | D | |||
| Deferred Stock Units and Dividend Equivalent Units NQDC | $ 0 (3) | 01/03/2017 | 01/03/2017 | D | 4,110.8866 | (3) | (3) | Common Stock | 4,110.8866 | $ 0 (3) | 14,839.4641 | D | |||
| 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 |
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| /s/ Tammy Colvocoresses attorney in fact for Irving F. Lyons III | 01/04/2017 | |
| **Signature of Reporting Person | Date |
| * | 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 deferred phantom stock that the reporting person earned for previous service on the ProLogis board of trustees. Settlement is in Prologis common stock on a 1-for-1 basis. |
| (2) | Conversion of Dividend Equivalent Units (DEUs) earned on deferred phantom stock. Settlement is in Prologis common stock on a 1-for-1 basis. |
| (3) | Conversion of Deferred Stock Units (DSUs) and Dividend Equivalent Units (DEUs) that were deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan (the NQDC Plan). Original grant terms provided for release of shares on third anniversary of the grant date (May 2, 2016). Shares were further deferred until January 3, 2017 and released on January 3, 2017. DSUs and DEUs convert into Prologis common stock upon vesting on a 1-for-1 basis, and have no exercise price or expiration date. |
| (4) | Represents DEUs earned on phantom shares associated with previous service on the board of ProLogis, our merger partner, and assumed by us in June 2011. DEUs accrue on outstanding phantom shares at the Prologis common stock dividend rate at the time dividends are paid on Prologis common stock. DEUs vest upon issuance and the receipt of such DEUs is deferred in accordance with the deferral election made by the reporting person applicable to the underlying phantom shares. Phantom shares and DEUs are paid in the form of Prologis common stock at the rate of one common share per phantom share or DEU. Balance in column 9 includes phantom shares and DEUs. |
| (5) | Represents Dividend Equivalent Units (DEUs) earned on Deferred Stock Units (DSUs) associated with previous service on the board of ProLogis, our merger partner, and assumed by us in June 2011. DEUs accrue on outstanding DSUs at the Prologis common stock dividend rate at the time dividends are paid on Prologis common stock. DEUs vest upon issuance and the receipt of such DEUs is deferred, as are the underlying DSUs, during the period the reporting person serves as a director. DSUs and DEUs are paid in the form of Prologis common stock at the rate of one common share per DSU or DEU. Balance in column 9 includes DSUs and DEUs. |
| (6) | Represents DEUs earned on DSUs associated with current service on our board that are deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan (the NQDC Plan). DEUs accrue on outstanding DSUs at the Prologis common stock dividend rate at the time dividends are paid on Prologis common stock. DEUs and the underlying DSUs vest 100% on the earlier of the first anniversary of the grant date or the first annual meeting of the stockholders of Prologis after the grant date (generally in May each year). The receipt of such DEUs is deferred along with the underlying DSUs. DSUs and DEUs are paid in the form of Prologis common stock at the rate of one common share per DSU or DEU. Balance in column 9 includes DSUs and DEUs. |