SEC Form 4 · accession 0001209191-15-037998
Prologis, Inc. · PLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
D Michael Steuert
Director
Period of report
Apr 29, 2015
Accepted (ET)
May 1, 2015 · 4:49 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 | Apr 29, 2015 | M | 16,938 | $0.00 | A | 16,938 | D | |
| Common StockF2 | Apr 29, 2015 | M | 4,925 | $0.00 | A | 21,863 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Stock Units and Dividend Equivalent UnitsF1 | $0.00 | Apr 29, 2015 | M | 16,942 | D | — | — | Common Stock | 16,942 | 0 | D |
| Phantom Shares and Dividend Equivalent Units-NQDCF2 | $0.00 | Apr 29, 2015 | M | 4,928 | D | — | — | Common Stock | 4,928 | 0 | D |
| Deferred Stock Units and Dividend Equivalent Units-NQDCF3 | $0.00 | holding | — | — | — | — | — | Common Stock | 10,684 | 10,684 | D |
| Phantom Shares and Dividend Equivalent UnitsF4 | $0.00 | holding | — | — | — | — | — | Common Stock | 16,882 | 16,882 | D |
Explanation of responses
- F1Conversion of Deferred Stock Units (DSUs) and Dividend Equivalent Units (DEUs) associated with previous service on the board of ProLogis, our merger partner, and assumed by us in June 2011, following vest on April 29, 2015 as terms of retirement of reporting person. The DSUs and DEUs convert into Prologis common stock upon vesting on a 1-for-1 basis, and have no exercise price or expiration date. The difference of 4 shares represents cumulative fractional shares which have been converted to a cash payout.
- F2Conversion of phantom shares and DEUs earned on director fees deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan (the NQDC Plan), following vest on April 29, 2015 as terms of retirement of reporting person. The phantom shares and DEUs convert into Prologis common stock on a 1-for-1 basis, and have no exercise price or expiration date. The difference of 3 shares represents cumulative fractional shares which have been converted to a cash payout.
- F3Represents DSUs and DEUs earned on DSUs which are paid in the form of Prologis common stock at the rate of one common share per DSU or DEU. Distribution terms are not affected by reporting person's retirement and will remain as provided for under original grant agreements. Balance in column 9 includes DSUs and DEUs.
- F4Represents phantom shares and DEUs earned on phantom shares associated with previous service on the board of ProLogis, our merger partner, and assumed by us in June 2011. 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. Distribution deferred until January 4, 2016 as provided under previous deferral elections. Balance in column 9 includes phantom shares and DEUs.