SEC Form 4 · accession 0001209191-15-027262
Prologis, Inc. · PLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas S Olinger
Officer — Chief Financial Officer
Period of report
Mar 13, 2015
Accepted (ET)
Mar 17, 2015 · 7:00 pm EDT
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 | Mar 16, 2015 | J | 26,559 | $0.00 | D | 27,894 | I | Rabbi Trust |
| Common StockF1 | Mar 16, 2015 | J | 26,559 | $0.00 | A | 71,812 | D | |
| Common StockF2 | Mar 16, 2015 | F | 13,790 | $44.65 | D | 58,022 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF3,F4 | $0.00 | Mar 13, 2015 | A | 35,093 | A | — | — | Common Stock | 35,093 | 89,866 | D |
| LTIP UnitsF5,F4 | $0.00 | Mar 13, 2015 | A | 25,958 | A | — | — | Common Stock | 25,958 | 115,824 | D |
Explanation of responses
- F1Change in form of ownership from indirect (Rabbi Trust) to direct holdings resulting from the distribution of previously deferred shares of common stock held under the nonqualified deferred compensation (NQDC) plan.
- F2Shares withheld upon distribution of shares of common stock from NQDC plan to cover taxes owing.
- F3Represents LTIP Units of Prologis, L.P. (the "LTIP Units") which vest 34% on 3/13/2016 and 33% on each 3/13/2017 and 3/13/2018, subject to continued employment. The LTIP Units were issued to the reporting person pursuant to the Prologis, Inc. 2012 Long-Term Incentive Plan (the "2012 LTIP").
- F4Conditioned 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.
- F5Represents LTIP Units which vest 40% on each of 3/13/2016 and 3/13/2017 and 20% on 3/13/2018, subject to continued employment. The LTIP Units were issued to the reporting person pursuant to the 2012 LTIP.