SEC Form 4 · accession 0001209191-15-005966
Prologis, Inc. · PLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gary E Anderson
Officer — CEO, Europe and Asia
Period of report
Jan 20, 2015
Accepted (ET)
Jan 22, 2015 · 7:26 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | $0.00 | Jan 20, 2015 | D | 5,387 | D | — | — | Common Stock | 5,387 | 51,914 | D |
| Restricted Stock UnitsF2 | $0.00 | Jan 20, 2015 | D | 18,433 | D | — | — | Common Stock | 18,433 | 33,481 | D |
| Restricted Stock UnitsF3 | $0.00 | Jan 20, 2015 | D | 2,867 | D | — | — | Common Stock | 2,867 | 30,614 | D |
| Restricted Stock UnitsF4 | $0.00 | Jan 20, 2015 | D | 30,614 | D | — | — | Common Stock | 30,614 | 0 | D |
| LTIP UnitsF5,F6 | $0.00 | Jan 20, 2015 | A | 5,387 | A | — | — | Common Stock | 5,387 | 17,172 | D |
| LTIP UnitsF7,F6 | $0.00 | Jan 20, 2015 | A | 18,433 | A | — | — | Common Stock | 18,433 | 35,605 | D |
| LTIP UnitsF8,F6 | $0.00 | Jan 20, 2015 | A | 2,867 | A | — | — | Common Stock | 2,867 | 38,472 | D |
| LTIP UnitsF9,F6 | $0.00 | Jan 20, 2015 | A | 30,614 | A | — | — | Common Stock | 30,614 | 69,086 | D |
Explanation of responses
- F1Cancellation of unvested restricted stock units ("RSUs") that would have vested on 2/1/2015. RSUs were exchanged for LTIP Units of Prologis, L.P. (the "LTIP Units") on January 20, 2015.
- F2Cancellation of unvested RSUs that would have vested in equal amounts on 2/5/2015 and 2/5/2016. RSUs were exchanged for LTIP Units of Prologis, L.P. on January 20, 2015.
- F3Cancellation of unvested RSUs that would have vested in equal amounts on 8/13/2015 and 8/13/2016. RSUs were exchanged for LTIP Units of Prologis, L.P. on January 20, 2015.
- F4Cancellation of unvested RSUs that would have vested 34% on 2/13/2015 and 33% on each of 2/13/2016 and 2/13/2017. RSUs were exchanged for LTIP Units of Prologis, L.P. on January 20, 2015.
- F5Represents the LTIP Units issued to the reporting person on January 20, 2015 in exchange for unvested RSUs pursuant to the Prologis, Inc. ("the Company") 2012 Long-Term Incentive Plan. LTIP Units will vest on 2/1/2015, subject to continued employment.
- F6Conditioned 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.
- F7Represents the LTIP Units issued to the reporting person on January 20, 2015 in exchange for unvested RSUs pursuant to the Prologis, Inc. 2012 Long-Term Incentive Plan. LTIP Units will vest in equal amounts on each of 2/5/2015 and 2/5/2016, subject to continued employment.
- F8Represents LTIP Units issued to the reporting person on January 20, 2015 in exchange for unvested RSUs and pursuant to the Prologis, Inc. 2012 Long-Term Incentive Plan. LTIP Units will vest in equal amounts on 8/13/2015 and 8/13/2016, subject to continued employment.
- F9Represents the LTIP Units issued to the reporting person on January 20, 2015 in exchange for unvested RSUs pursuant to the Prologis, Inc. 2012 Long-Term Incentive Plan. LTIP Units will vest 34% on 2/13/2015 and 33% on each of 2/13/2016 and 2/13/2017, subject to continued employment.