SEC Form 4 · accession 0001209191-15-001515
Prologis, Inc. · PLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
D Michael Steuert
Director
Period of report
Dec 31, 2014
Accepted (ET)
Jan 5, 2015 · 7:01 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001045609
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Dividend Equivalent UnitsF1 | $0.00 | Dec 31, 2014 | A | 127 | A | — | — | Common Stock | 127 | 16,803 | D |
| Dividend Equivalent Units - NQDCF2 | $0.00 | Dec 31, 2014 | A | 81 | A | — | — | Common Stock | 81 | 10,597 | D |
| Dividend Equivalent Units - NQDCF3 | $0.00 | Dec 31, 2014 | A | 37 | A | — | — | Common Stock | 37 | 4,888 | D |
| Dividend Equivalent UnitsF4 | $0.00 | Dec 31, 2014 | A | 128 | A | — | — | Common Stock | 128 | 16,744 | D |
Explanation of responses
- F1Represents 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.
- F2Represents 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.
- F3Represents DEUs earned on director fees that the reporting person has elected to defer into phantom shares under the NQDC Plan. These phantom shares are vested upon issuance and accrue DEUs at the Prologis common stock dividend rate at the time dividends are paid on Prologis common stock. 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 in accordance with the deferral election made by the reporting person, or upon termination of service. Balance in column 9 includes phantom shares and DEUs.
- F4Represents 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.