SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Connor James B.

(Last)

(First)

(Middle)

C/O PROLOGIS, INC.

PIER 1, BAY 1

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2022

4. If Amendment, Date of 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

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	10/03/2022	10/03/2022	A		70,756	A	⁽¹⁾	70,756	D
Common Stock	10/03/2022	10/03/2022	A		4,110	A	⁽²⁾	4,110	I	By the Linda P. Connor Declaration of Trust, dated 6/30/05
Common Stock	10/03/2022	10/03/2022	A		7,140	A	⁽³⁾	7,140	I	By 401(k) Plan

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Units	$0.00	10/03/2022	10/03/2022	A		404,127		⁽⁴⁾	⁽⁴⁾	Common Stock	404,127	⁽⁴⁾	404,127	D
Units	$0.00	10/03/2022	10/03/2022	A		124,405		⁽⁵⁾	⁽⁵⁾	Common Stock	124,405	⁽⁵⁾	528,532	D

Explanation of Responses:

1. Represents the conversion of 148,960 shares of Duke Realty Corporation common stock into the Issuer's common stock, pursuant to an Agreement and Plan of Merger dated June 11, 2022 (the "Merger Agreement").

2. Represents the conversion of 8,653 shares of Duke Realty Corporation common stock into the Issuer's common stock, pursuant to the Merger Agreement.

3. Represents the conversion of 15,032 shares of Duke Realty Corporation common stock into the Issuer's common stock, pursuant to the Merger Agreement.

4. Represents the conversion of 850,793 common units of limited partnership interest in Duke Realty Limited Partnership into common units of limited partnership interest in Prologis, L.P. ("Common Units") pursuant to the Merger Agreement. Each Common 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 Issuer, except that the Issuer may, at its election, acquire each Common Unit so presented for one share of common stock. The right to redeem Common Units has no expiration date.

5. Represents the conversion of 261,907 LTIP Units of Duke Realty Limited Partnership into Common Units of Prologis, L.P. pursuant to the Merger Agreement. Each Common 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 Issuer, except that the Issuer may, at its election, acquire each Common Unit so presented for one share of common stock. The right to redeem Common Units has no expiration date.

Remarks:

	/s/ Tammy Colvocoresses, Attorney-in-Fact for James B. Connor	10/05/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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