SEC Form 4 · accession 0001209191-16-156045
Prologis, Inc. · PLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward S Nekritz
Officer — Chief Legal Off./Gen. Counsel
Period of report
Dec 16, 2016
Accepted (ET)
Dec 20, 2016 · 11:42 am 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 Stock | holding | — | — | — | 217,534 | D | ||
| Common StockF1 | holding | — | — | — | 1,598 | I | By 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF2,F3 | $0.00 | Dec 16, 2016 | A | 8,289 | A | — | — | Common Stock | 8,289 | 247,728 | D |
Explanation of responses
- F1Represents shares held in the company's 401(k) Plan as of November 30, 2016.
- F2Represents the LTIP Units of Prologis, L.P. (the "LTIP Units") which vest in three equal installments on each of 12/16/2017, 12/16/2018 and 12/16/2019, subject to continued employment. The LTIP Units were issued to the reporting person pursuant to the Prologis, Inc. (the "Company") Second Amended and Restated Prologis Promote Plan in connection with certain co-investment venture incentive distributions paid to the Company or its affiliate.
- F3Conditioned 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 after the completion of a two-year waiting period, 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.