What is the main purpose of this 8-K filing?

The primary purpose of this 8-K filing is to disclose that Prologis' Co-CEO and Chairman, Hamid R. Moghadam, has adopted two pre-arranged 10b5-1 trading plans. These plans allow him to exercise a significant number of his vested stock options that are approaching their expiration dates.

What are the two 10b5-1 plans and what do they entail?

The first plan, the 'Exercise and Sale Plan,' allows Mr. Moghadam to exercise up to 454,419 vested stock options and sell the resulting shares. The second plan, the 'Deferral Option Plan,' allows him to exercise up to 546,159 vested stock options through a stock-for-stock transaction and defer the shares representing the gain into his deferred compensation plan, in compliance with Section 409A of the Internal Revenue Code.

Why is the company disclosing these executive stock option exercises?

The disclosure is made under Regulation FD to ensure transparency with investors. 10b5-1 plans are pre-arranged trading programs established by insiders to buy or sell company stock at a predetermined time or based on certain market conditions. This allows executives to trade shares without raising concerns about insider trading, while still ensuring investors are informed of their trading intentions.

Does this filing indicate that Mr. Moghadam is selling a large portion of his holdings?

The filing indicates that Mr. Moghadam *may* exercise and potentially sell or defer shares related to options expiring soon. As of May 4, 2012, he beneficially owned 3,382,376 shares, excluding unvested units and other exercisable options. The total shares subject to these plans (up to 454,419 + 546,159 = 1,000,578) represent a portion of his potential holdings and are designed to manage options nearing expiration. All future transactions will be publicly reported.

PLD/PLDGP 8-K: Regulation FD

Summary

This 8-K filing from Prologis, Inc. on May 7, 2012, primarily discloses the adoption of two pre-arranged 10b5-1 trading plans by its Co-Chief Executive Officer and Chairman of the Board, Hamid R. Moghadam. These plans are designed to allow Mr. Moghadam to exercise a significant portion of his vested stock options, which are nearing expiration in 2013 and 2014, and either sell the resulting shares or defer them into his deferred compensation plan. This disclosure is important for investors to understand insider trading intentions and potential changes in beneficial ownership, while also confirming adherence to regulatory guidelines for such transactions. The filing also reiterates standard forward-looking statements common in SEC filings, outlining various business operations, potential risks, and market conditions that could affect Prologis' future financial performance. While this 8-K doesn't reveal new operational or financial results, it provides transparency regarding executive stock transactions and reinforces the company's standard risk disclosures.

Key Highlights

1CEO Hamid R. Moghadam adopted two pre-arranged 10b5-1 trading plans.
2The plans facilitate the exercise of vested stock options expiring in 2013 and 2014.
3Plan 1 allows for the exercise of up to 454,419 shares and subsequent sale of underlying stock.
4Plan 2 allows for exercise via stock-for-stock transaction and deferral of shares into a deferred compensation plan.
5Transactions under these plans are designed to comply with Rule 10b5-1 and company policies.
6The filing emphasizes that all transactions will be publicly disclosed via SEC filings.
7Standard forward-looking statements and risk factors are included, related to industry, market, and operational conditions.

Prologis, Inc. 8-K Report, Regulation FD Disclosure (May 7, 2012)

Summary

Key Highlights

Frequently Asked Questions