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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Deferred Share Units dividend equivalent units | $ 0 (1) | 05/28/2010 | 05/28/2010 | A | 341 | (2) | (2) | Common Shares of Beneficial Interest | 341 | $ 0 | 26,262 | D | |||
Options dividend equivalent units | $ 0 (3) | 05/28/2010 | 05/28/2010 | A | 100 | (3) | (3) | Common Shares of Beneficial Interest | 100 | $ 0 | 17,687 | D | |||
Phantom Shares dividend equivalent units | $ 0 (4) | 05/28/2010 | 05/28/2010 | A | 509 | (4) | (4) | Common Shares of Beneficial Interest | 509 | $ 0 | 39,174 | D | |||
Phantom Shares | $ 0 (5) | 07/13/2010 | 07/13/2010 | A | 2,177 | (5) | (5) | Common Shares of Beneficial Interest | 2,177 | $ 0 | 41,351 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
JACOBS DR DONALD P 4545 AIRPORT WAY DENVER, CO 80239 |
X |
/s/ Kristi Oberson, attorney-in-fact for Donald Jacobs | 07/15/2010 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Dividend Equivalent Units (DEUs) are accrued on outstanding Deferred Share Units (DSUs) and vest upon issuance. The receipt of such DEUs is deferred as described in note (2) below and, upon receipt, such DEUs are paid in the form of ProLogis common shares at the rate of one common share per DEU. DEUs accrue at the ProLogis common share distribution rate at the time distributions on ProLogis common shares occur. |
(2) | DSUs. Deferred Share Units are fully vested at grant and their receipt is automatically deferred until the reporting person ceases to be a trustee, at which time the units convert into ProLogis common shares on a 1-for-1 basis. Deferred Share Units earn DEUs and their receipt is similarly deferred. |
(3) | Jacobs - Dividend Equivalent Units (DEUs) are accrued on certain common share options and vest under the same criteria as the underlying common share options. DEUs are paid in the form of ProLogis common shares at the rate of one common share per DEU upon exercise or at expiration of the underlying options. DEUs accrue at the ProLogis common share distribution rate at the time distributions on ProLogis common shares occur. The total in Column 9 includes 5,000 fully vested non-qualified stock options with an exercise price of $20.80 expiring 5/17/2011, 5,000 fully vested non-qualified stock options with an exercise price of $24.47 expiring 6/12/2012, and 5,000 non-qualified stock options with an exercise price of $27.56 expiring 5/20/2013 and accrued DEUs. |
(4) | Dividend Equivalent Units (DEUs) are accrued on outstanding phantom shares and vest upon issuance. The receipt of such DEUs is deferred along with the underlying phantom shares as described in note (5) below and, upon receipt, such DEUs are paid in the form of ProLogis common shares at the rate of one common share per DEU. DEUs accrue at the ProLogis common share distribution rate at the time distributions on ProLogis common shares occur. |
(5) | Represents trustee fees payable in ProLogis common shares that the reporting person has elected to defer into phantom shares. Phantom shares are payable in ProLogis common shares generally upon retirement from the board, and are convertible into ProLogis common shares on a 1-to-1 basis. Also includes phantom shares earned through dividend reinvestment related to the phantom shares. |