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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 | ||||||||
LTIP Units (1) | $ 0 (2) | 03/07/2018 | 03/07/2018 | A | 52,221 | (2) | (2) | Common Stock | 52,221 | $ 0.01 | 529,757 | D | |||
LTIP Units (3) | $ 0 (2) | 03/07/2018 | 03/07/2018 | A | 20,593 | (2) | (2) | Common Stock | 20,593 | $ 0.01 | 550,350 | D | |||
Restricted Stock Units (4) | $ 0 (4) | 01/09/2018 | 01/09/2018 | A | 6,890 | (4) | (4) | Common Stock | 6,890 | $ 0.01 | 29,855 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Olinger Thomas S C/O PROLOGIS, INC. PIER 1, BAY 1 SAN FRANCISCO, CA 94111 |
Chief Financial Officer |
/s/ Tammy Colvocoresses, attorney in fact for Thomas S. Olinger | 03/09/2018 | |
**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) | Represents LTIP Units of Prologis, L.P. (the "LTIP Units") which vest 25% on each of 3/7/2019, 3/7/2020, 3/7/2021 and 3/7/2022, subject to continued employment. The LTIP Units were issued to the reporting person pursuant to the Prologis, Inc. 2012 Long-Term Incentive Plan (the "2012 LTIP"). |
(2) | Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each vested LTIP Unit may be converted, at the election of the holder, into a common unit of limited partnership interest in Prologis, L.P. (a "Common Unit"). Each Common Unit acquired upon conversion of a vested LTIP Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of a share of Common Stock of the Company (the "Common Stock"), except that the Company may, at its election, acquire each Common Unit so presented for one share of Common Stock. The rights to convert vested LTIP Units into Common Units and redeem Common Units have no expiration dates. |
(3) | Represents LTIP Units which vest 40% on each of 3/7/2019 and 3/7/2020 and 20% on 3/7/2021, subject to continued employment. The LTIP Units were issued to the reporting person pursuant to the 2012 LTIP. |
(4) | Represents Restricted Stock Units (RSUs) that were omitted from the reporting person's original Form 4 filed on January 9, 2018 due to an administrative error. RSUs will vest in equal amounts on each of January 9, 2019, 2020 and 2021. The RSUs convert into Prologis Common Stock upon vesting on a 1-for-1 basis. RSUs have no exercise price or expiration date. |