SEC Form 4 · accession 0001209191-18-006077
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
Jan 26, 2018
Accepted (ET)
Jan 30, 2018 · 5:51 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 Stock | holding | — | — | — | 146,414 | D | ||
| Common StockF1 | holding | — | — | — | 1,657 | 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 | Jan 26, 2018 | A | 29,855 | A | — | — | Common Stock | 29,855 | 545,425 | D |
Explanation of responses
- F1Represents shares held in the company's 401(k) Plan as of December 31, 2017.
- F2Represents the LTIP Units of Prologis, L.P. (the "LTIP Units") which vest in three equal installments on each of 01/26/2019, 01/26/2020 and 01/26/2021, 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 requisite 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.