Edgar Filing: Palazzolo Lori A

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Palazzolo Lori A

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2011

3. Issuer Name and Ticker or Trading Symbol
PROLOGIS [PLD]

(Last)

(First)

(Middle)

4545 AIRPORT WAY

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP Chief Accounting Officer

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

DENVER,Â COÂ 80239

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares of Beneficial Interest, par value $.01	8,226	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Share Units	Â ⁽¹⁾	Â ⁽¹⁾	Common Shares of Beneficial Interest	4,000	$ 0	D	Â
Restricted Share Units	Â ⁽²⁾	Â ⁽²⁾	Common Shares of Beneficial Interest	2,475	$ 0	D	Â
Dividend Equivalent Units	Â ⁽³⁾	Â ⁽³⁾	Common Shares of Beneficial Interest	106	$ 0	D	Â
Restricted Share Units	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Shares of Beneficial Interest	55	$ 0	D	Â
Dividend Equivalent Units	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Shares of Beneficial Interest	7	$ 0	D	Â
Restricted Share Units	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Shares of Beneficial Interest	1,650	$ 0	D	Â
Dividend Equivalent Units	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Shares of Beneficial Interest	230	$ 0	D	Â
Restricted Share Units	Â ⁽⁸⁾	Â ⁽⁸⁾	Common Shares of Beneficial Interest	431	$ 0	D	Â
Restricted Share Units	Â ⁽⁹⁾	Â ⁽⁹⁾	Common Shares of Beneficial Interest	32	$ 0	D	Â
Restricted Share Units	Â ⁽¹⁰⁾	Â ⁽¹⁰⁾	Common Shares of Beneficial Interest	32	$ 0	D	Â
Restricted Share Units	Â ⁽¹¹⁾	Â ⁽¹¹⁾	Common Shares of Beneficial Interest	35	$ 0	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Palazzolo Lori A 4545 AIRPORT WAY DENVER,Â COÂ 80239	Â	Â	Â SVP Chief Accounting Officer	Â

Signatures

Kristi Oberson, attorney in fact for Lori Palazzolo		01/10/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Restricted Share Units (RSUs) granted January 28, 2010 that vest 34% on Jan. 28, 2011 and 33% on each of Jan. 28, 2012 and Jan. 28, 2013. The RSUs convert into ProLogis common shares upon vesting on a 1-for-1 basis. RSUs have no exercise price or expiration date.
(2)	RSUs granted February 27, 2009 that vest on December 31, 2011. The RSUs convert into ProLogis common shares upon vesting on a 1-for-1 basis. RSUs have no exercise price or expiration date.
(3)	Dividend Equivalent Units (DEUs) earned on RSUs granted February 27, 2009. They vest in accordance with the underlying grant and are payable in common stock on a 1-for-1 basis. DEUs have no exercise price or expiration date.
(4)	RSUs granted December 18, 2007 that vest on December 18, 2011. The RSUs convert into ProLogis common shares upon vesting on a 1-for-1 basis. RSUs have no exercise price or expiration date.
(5)	DEUs earned on RSUs granted December 18, 2007. They vest in accordance with the RSUs referenced in footnote (4) and are payable in common stock on a 1-for-1 basis. DEUs have no exercise price or expiration date.
(6)	RSUs granted December 18, 2007 that vest on December 31, 2011. The RSUs convert into ProLogis common shares upon vesting on a 1-for-1 basis. RSUs have no exercise price or expiration date.
(7)	DEUs earned on RSUs granted December 18, 2007. They vest in accordance with the RSUs referenced in footnote (6) and are payable in common stock on a 1-for-1 basis. DEUs have no exercise price or expiration date.
(8)	RSUs granted July 9, 2010 that vest 50% on each of July 9, 2011 and July 9, 2012. The RSUs convert into ProLogis common shares upon vesting on a 1-for-1 basis. RSUs have no exercise price or expiration date.
(9)	RSUs granted July 9, 2010 that vest 50% on each of December 18, 2011 and December 18, 2012. The RSUs convert into ProLogis common shares upon vesting on a 1-for-1 basis. RSUs have no exercise price or expiration date.
(10)	RSUs granted July 9, 2010 that vest 50% on each of December 18, 2012 and December 18, 2013. The RSUs convert into ProLogis common shares upon vesting on a 1-for-1 basis. RSUs have no exercise price or expiration date.
(11)	RSUs granted July 9, 2010 that vest 50% on each of December 21, 2011 and December 21, 2012. The RSUs convert into ProLogis common shares upon vesting on a 1-for-1 basis. RSUs have no exercise price or expiration date.

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