SEC Form 4 · accession 0001209191-17-001048
Prologis, Inc. · PLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Irving F Lyons III
Director
Period of report
Dec 30, 2016
Accepted (ET)
Jan 4, 2017 · 4:46 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 | Jan 3, 2017 | M | 184 | $0.00 | A | 21,141 | D | |
| Common StockF2 | Jan 3, 2017 | M | 57 | $0.00 | A | 21,198 | D | |
| Common StockF3 | Jan 3, 2017 | M | 4,110 | $0.00 | A | 25,308 | D | |
| Common Stock | holding | — | — | — | 92,532 | I | The Lyons Family Trust (CP) | |
| Common Stock | holding | — | — | — | 1,000 | I | Katherine Ashley Lyons Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Dividend Equivalent UnitsF4 | $0.00 | Dec 30, 2016 | A | 6 | A | — | — | Common Stock | 6 | 722 | D |
| Dividend Equivalent UnitsF5 | $0.00 | Dec 30, 2016 | A | 66 | A | — | — | Common Stock | 66 | 8,314 | D |
| Dividend Equivalent Units - NQDCF6 | $0.00 | Dec 30, 2016 | A | 150 | A | — | — | Common Stock | 150 | 18,950 | D |
| Phantom StockF1 | $0.00 | Jan 3, 2017 | D | 184 | D | — | — | Common Stock | 184 | 538 | D |
| Dividend Equivalent UnitsF2 | $0.00 | Jan 3, 2017 | D | 57 | D | — | — | Common Stock | 57 | 480 | D |
| Deferred Stock Units and Dividend Equivalent Units NQDCF3 | $0.00 | Jan 3, 2017 | D | 4,111 | D | — | — | Common Stock | 4,111 | 14,839 | D |
Explanation of responses
- F1Conversion of deferred phantom stock that the reporting person earned for previous service on the ProLogis board of trustees. Settlement is in Prologis common stock on a 1-for-1 basis.
- F2Conversion of Dividend Equivalent Units (DEUs) earned on deferred phantom stock. Settlement is in Prologis common stock on a 1-for-1 basis.
- F3Conversion of Deferred Stock Units (DSUs) and Dividend Equivalent Units (DEUs) that were deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan (the NQDC Plan). Original grant terms provided for release of shares on third anniversary of the grant date (May 2, 2016). Shares were further deferred until January 3, 2017 and released on January 3, 2017. DSUs and DEUs convert into Prologis common stock upon vesting on a 1-for-1 basis, and have no exercise price or expiration date.
- F4Represents DEUs earned on phantom shares associated with previous service on the board of ProLogis, our merger partner, and assumed by us in June 2011. DEUs accrue on outstanding phantom shares at the Prologis common stock dividend rate at the time dividends are paid on Prologis common stock. DEUs vest upon issuance and the receipt of such DEUs is deferred in accordance with the deferral election made by the reporting person applicable to the underlying phantom shares. 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. Balance in column 9 includes phantom shares and DEUs.
- F5Represents Dividend Equivalent Units (DEUs) earned on Deferred Stock Units (DSUs) associated with previous service on the board of ProLogis, our merger partner, and assumed by us in June 2011. DEUs accrue on outstanding DSUs at the Prologis common stock dividend rate at the time dividends are paid on Prologis common stock. DEUs vest upon issuance and the receipt of such DEUs is deferred, as are the underlying DSUs, during the period the reporting person serves as a director. DSUs and DEUs are paid in the form of Prologis common stock at the rate of one common share per DSU or DEU. Balance in column 9 includes DSUs and DEUs.
- F6Represents DEUs earned on DSUs associated with current service on our board that are deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan (the NQDC Plan). DEUs accrue on outstanding DSUs at the Prologis common stock dividend rate at the time dividends are paid on Prologis common stock. DEUs and the underlying DSUs vest 100% on the earlier of the first anniversary of the grant date or the first annual meeting of the stockholders of Prologis after the grant date (generally in May each year). The receipt of such DEUs is deferred along with the underlying DSUs. DSUs and DEUs are paid in the form of Prologis common stock at the rate of one common share per DSU or DEU. Balance in column 9 includes DSUs and DEUs.