SEC Form 4 · accession 0001209191-17-033732
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
May 17, 2017
Accepted (ET)
May 18, 2017 · 6:35 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 Stock | May 17, 2017 | M | 25,000 | $15.39 | A | 199,950 | D | |
| Common StockF1 | May 17, 2017 | S | 25,000 | $55.31 | D | 174,950 | D | |
| Common StockF2 | holding | — | — | — | 1,623 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| NQ Stock Options | $15.39 | May 17, 2017 | M | 25,000 | D | Nov 11, 2011 | Nov 11, 2018 | Common Stock | 25,000 | 26,629 | D |
| LTIP UnitsF3,F4 | $0.00 | May 18, 2017 | A | 19,691 | A | — | — | Common Stock | 19,691 | 409,017 | D |
Explanation of responses
- F1The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.30 to $55.34. The reporting person undertakes to provide to Prologis, Inc., any security holder of Prologis, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price.
- F2Represents shares held in the company's 401(k) Plan as of March 31, 2017.
- F3Represents the LTIP Units of Prologis, L.P. (the "LTIP Units") which vest in three equal installments on each of 05/18/2018, 05/18/2019 and 05/18/2020, 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.
- 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 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.