SEC Form 4 · accession 0000899243-18-023049

DCT Industrial Trust Inc. · DCT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 29, 2018, by and among Prologis, Inc., Prologis, L.P., DCT Industrial Trust Inc. ("DCT") and DCT Industrial Operating Partnership LP ("DCTOP"), on August 22, 2018, (i) DCT merged with and into Prologis, Inc., with Prologis, Inc. surviving the merger (the "Company Merger") and (ii) DCTOP merged with and into Prologis, L.P., with Prologis, L.P. surviving the merger (the "Partnership Merger").
• F10These OP Units are held by the Parrott Marital Trust. The reporting person disclaims beneficial ownership with respect to the OP Units held by The Parrott Marital Trust, except to the extent of her pecuniary interest therein.
• F2(Continued from Footnote 1) Pursuant to the Merger Agreement, each outstanding share of common stock, par value $0.01 per share ("DCT Common Stock"), held by the reporting person was automatically converted into the right to receive 1.02 shares of common stock, par value $0.01 per share, of Prologis, Inc.("Prologis Common Stock"), subject to any withholding required under applicable tax law, plus cash in lieu of any fractional shares of Prologis Common Stock. On August 21, 2018, the closing price of DCT Common Stock was $66.28 per share and the closing price of Prologis Common Stock was $65.75 per share.
• F3These shares are held by the Parrott Marital Trust. The reporting person disclaims beneficial ownership with respect to the shares held by The Parrott Marital Trust, except to the extent of her pecuniary interest therein.
• F4Represents units of limited partnership interest in DCTOP ("LTIP Units"), of which DCT is the sole general partner, issued as long term incentive compensation pursuant to DCT's equity based compensatory programs. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, at the election of the holder, into a common unit of limited partnership interest in DCTOP (an "OP Unit"). Each OP Unit acquired upon conversion of an LTIP Unit may be presented for redemption at the election of the holder, for cash equal to the fair market value of a share of DCT Common Stock, except that DCT may, at its election, acquire each OP Unit so presented for one share of Common Stock.
• F5Pursuant to the Merger Agreement, immediately prior to the effective time of the Partnership Merger, each issued and outstanding unvested LTIP Unit of the reporting person automatically became fully vested in accordance with the terms of DCT's equity based compensatory programs and award agreement or other agreement or document evidencing such LTIP Units.
• F6The LTIP Units did not have an expiration date.
• F7Pursuant to the terms of the Merger Agreement, immediately prior to the effective time of the Partnership Merger, each issued and outstanding vested LTIP Unit of the reporting person was converted into an OP Unit pursuant to the limited partnership agreement of DCTOP. At the effective time of the Partnership Merger, each outstanding OP Unit was automatically converted into the right to receive 1.02 common units of limited partnership interest in Prologis, L.P.
• F8Represents OP Units issued by DCTOP. Provided that the OP Units have been outstanding for at least one year, the OP Units are redeemable for an equal number of shares of DCT Common Stock, or at the election of DCT, cash equal to the fair market value of such shares. The OP Units did not have expiration dates.
• F9Pursuant to the terms of the Merger Agreement, at the effective time of the Partnership Merger, each OP Unit was automatically converted into the right to receive 1.02 common units of limited partnership interest in Prologis, L.P.