SEC Form 4 · accession 0001209191-15-015588
Prologis, Inc. · PLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Hamid R Moghadam
Officer — Chairman & CEO · Director
Period of report
Feb 13, 2015
Accepted (ET)
Feb 18, 2015 · 6:55 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001045609
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 13, 2015 | J | 9,332 | $0.00 | D | 0 | D | |
| Common StockF1,F2 | Feb 13, 2015 | J | 9,332 | $0.00 | A | 528,899 | I | Rabbi Trust |
| Common StockF3,F2 | Feb 13, 2015 | M | 40,565 | $0.00 | A | 569,464 | I | Rabbi Trust |
| Common StockF4,F2 | Feb 13, 2015 | M | 11,668 | $0.00 | A | 581,132 | I | Rabbi Trust |
| Common StockF5,F2 | Feb 13, 2015 | M | 19,923 | $0.00 | A | 601,055 | I | Rabbi Trust |
| Common StockF6,F2 | Feb 13, 2015 | M | 64,312 | $0.00 | A | 665,367 | I | Rabbi Trust |
| Common StockF7,F2 | Feb 13, 2015 | M | 20,206 | $0.00 | A | 685,573 | I | Rabbi Trust |
| Common StockF8,F2 | Feb 13, 2015 | M | 65,369 | $0.00 | A | 750,942 | I | Rabbi Trust |
| Common StockF9 | holding | — | — | — | 803,945 | I | Rabbi Trust | |
| Common StockF10 | holding | — | — | — | 2,219,089 | I | Trust | |
| Common StockF11 | holding | — | — | — | 131,775 | I | Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3 | $0.00 | Feb 13, 2015 | M | 40,565 | D | — | — | Common Stock | 40,565 | 412,950 | D |
| Restricted Stock UnitsF4 | $0.00 | Feb 13, 2015 | M | 11,668 | D | — | — | Common Stock | 11,668 | 401,282 | D |
| Restricted Stock UnitsF5 | $0.00 | Feb 13, 2015 | M | 19,923 | D | — | — | Common Stock | 19,923 | 381,359 | D |
| Restricted Stock UnitsF6 | $0.00 | Feb 13, 2015 | M | 64,312 | D | — | — | Common Stock | 64,312 | 317,047 | D |
| Restricted Stock UnitsF7 | $0.00 | Feb 13, 2015 | M | 20,206 | D | — | — | Common Stock | 20,206 | 296,841 | D |
| Restricted Stock UnitsF8 | $0.00 | Feb 13, 2015 | M | 65,369 | D | — | — | Common Stock | 65,369 | 231,472 | D |
Explanation of responses
- F1Transfer of ownership from direct to indirect (Rabbi Trust) of restricted stock (RSAs) following vest on February 1, 2015 and issuance to reporting person on February 13, 2015. RSAs are deferred pursuant to deferral election under our non-qualified deferred compensation (NQDC) plans.
- F10Held indirectly in a trust FBO the reporting person with the reporting person and his spouse as sole trustees.
- F11Held indirectly in a trust with the reporting person as trustee.
- F2Held indirectly through a rabbi trust pursuant to our NQDC plans.
- F3Conversion of 33% of the original Restricted Stock Unit (RSU) grant following vest on February 1, 2015. The RSU grant converts into Prologis common stock upon vesting on a 1-for-1 basis, and has no exercise price or expiration date. Such shares were deferred under our NQDC plan upon conversion on February 13, 2015.
- F4Conversion of 20% of the original RSU grant following vest on February 1, 2015. The RSU grant converts into Prologis common stock upon vesting on a 1-for-1 basis, and has no exercise price or expiration date. Such shares were deferred under our NQDC plan upon conversion on February 13, 2015.
- F5Conversion of 40% of the original RSU grant following vest on February 5, 2015. The RSU grant converts into Prologis common stock upon vesting on a 1-for-1 basis, and has no exercise price or expiration date. Such shares were deferred under our NQDC plan upon conversion on February 13, 2015. The remaining 20% of the original RSU grant will vest on February 5, 2016.
- F6Conversion of 33% of the original RSU grant following vest on February 5, 2015. The RSU grant converts into Prologis common stock upon vesting on a 1-for-1 basis, and has no exercise price or expiration date. Such shares were deferred under our NQDC plan upon conversion on February 13, 2015. The remaining 33% of the original RSU grant will vest on February 5, 2016.
- F7Conversion of 40% of the original RSU grant following vest on February 13, 2015. The RSU grant converts into Prologis common stock upon vesting on a 1-for-1 basis, and has no exercise price or expiration date. Such shares were deferred under our NQDC plan upon conversion on February 13, 2015. The remaining original RSU grant will vest on February 13, 2016 (40%) February 13, 2017 (20%).
- F8Conversion of 34% of the original RSU grant following vest on February 13, 2015. The RSU grant converts into Prologis common stock upon vesting on a 1-for-1 basis, and has no exercise price or expiration date. Such shares were deferred under our NQDC plan upon conversion on February 13, 2015. The remaining 66% of the original RSU grant will vest ratably on February 13, 2016 and February 13, 2017.
- F9Held indirectly through a rabbi trust pursuant to the AMB Property Corporation 2011 Notional Account Deferred Compensation Plan.