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 *
LOSH J MICHAEL
  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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O PROLOGIS, INC., PIER 1, BAY 1
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2020
(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)
Code V Amount (A) or (D) Price
Common Stock (1) 04/29/2020 04/29/2020 M   29,743 A $ 0 51,082 D  
Common Stock (2) 04/29/2020 04/29/2020 M   24,575 A $ 0 75,657 D  
Common Stock               2,000 I By Daughter
Common Stock               2,000 I By Daughter

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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
Deferred Stock Units and Dividend Equivalent Units-NQDC $ 0 (1) 04/29/2020 04/29/2020 M     29,745.9176   (1)   (1) Common Stock 29,745.9176 $ 0 0 D  
Phantom Shares and Dividend Equivalent Units-NQDC $ 0 (2) 04/29/2020 04/29/2020 M     24,590.7147   (2)   (2) Common Stock 24,590.7147 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LOSH J MICHAEL
C/O PROLOGIS, INC.
PIER 1, BAY 1
SAN FRANCISCO, CA 94111
  X      

Signatures

 /s/ Tammy Colvocoresses attorney in fact for J. Michael Losh   05/01/2020
**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 Deferred Stock Units (DSUs) and Dividend Equivalent Units (DEUs) that were deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan (the NQDC Plan) per the terms of the NQDC Plan and applicable deferral elections. Mr. Losh retired from our board on April 29, 2020. The DSUs and DEUs convert into Prologis common stock on a 1-for-1 basis, and have no exercise price or expiration date. The difference of 2.9177 shares represents cumulative fractional shares which have been converted to a cash payout.
(2) Conversion of deferred phantom shares and DEUs earned on director fees per the terms of the NQDC Plan and applicable deferral elections. The phantom shares and DEUs convert into Prologis common stock on a 1-for-1 basis, and have no exercise price or expiration date. The difference of 15.7146 shares is fractional shares converted to a cash payout.

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