PROLOGIS (Form: 4, Received: 01/28/2010 19:04:50)

FORM 4
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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).
**
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