FORM 4 OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 1. Name and Address of Reporting Person * 2. Issuer Name and Ticker or Trading Symbol 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) LYONS IRVING F III PROLOGIS [ PLD ] __ X __ Director _____ 10% Owner _____ Officer (give title below) below) (Last) (First) _____ Other (specify 3. Date of Earliest Transaction (MM/DD/YYYY) (Middle) 4545 AIRPORT WAY (Street) 12/31/2009 4. If Amendment, Date Original Filed 6. Individual or Joint/Group Filing (Check (MM/DD/YYYY) Applicable Line) DENVER, CO 80239 (City) (State) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Trans. 2A. Deemed 3. Trans. Date Execution Code Date, if any (Instr. 8) Code 4. Securities Acquired 5. Amount of Securities (A) or Disposed of (D) Beneficially Owned (Instr. 3, 4 and 5) Following Reported Transaction(s) (Instr. 3 and 4) (A) or V Amount (D) Price 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivate 2. Conversion 3. Trans. Date 3A. Deemed Security or Exercise Execution (Instr. 3) Price of Date, if any Derivative Security 4. Trans. Code (Instr. 8) Code 5. Number of 6. Date Exercisable and Derivative Securities Expiration Date Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) V (A) (D) Date Exercisable 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) Expiration Date Option Dividend Equivalent Units $0.00 11/30/2009 11/30/2009 A 1816.634 (1) (1) Phantom Shares $0.00 11/30/2009 11/30/2009 A 23.91 (2) (2) ProLogis Limited Partnership I $0.00 12/31/2009 12/31/2009 G (3) (3) V 3500 Title Common Shares of Beneficial Interest Common Shares of Beneficial Interest Common Shares of Beneficial Interest 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Amount or Number of Shares 1816.634 $0.00 160227.11 D 23.91 $0.00 2108.88 D 3500 $0.00 226613.15 I The Lyons Family Trust Explanation of Responses: ( 1) Dividend Equivalent Units are earned on certain stock options and are paid out upon exercise or at expiration of the option. Total includes DEUs and Mr. Lyons' 101,808 fully vested non-qualified stock option at a price of $24.25 that expire on 9/14/2010. ( 2) PHANTOM SHARES. Represents trustee fees payable in common shares, that the filer has elected to defer into phantom shares. Also includes phantom shares earned through dividend reinvestment related to the phantom shares. Phantom shares are payable in common shares generally upon retirement from the board. Phantom shares are convertible into common shares on a 1-to-1 basis. ( 3) The Lyons Family Trust, of which the reporting person is a trustee, is a limited partner of ProLogis Limited Partnership I. Units of the limited partnership are exchangeable for common shares of beneficial interest on a one-for-one basis. Reporting Owners Reporting Owner Name / Address Director LYONS IRVING F III 4545 AIRPORT WAY DENVER, CO 80239 Relationships 10% Owner Officer Other X Signatures /s/ Kristi Oberson attorney in fact for Irving Lyons III ** Signature of Reporting Person 1/28/2010 Date Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. If the form is filed by more than one reporting person, see Instruction 4(b)(v). * Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). ** Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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