On December 20, 2012, we announced the signing of a definitive agreement to form Prologis European Logistics Partners Sārl, a Euro-denominated joint venture with Norges Bank Investment Management, the manager of the Norwegian Government Pension Fund Global.

In connection with the transaction we issued to Norges Bank a warrant to acquire six million shares of Prologis common stock at an exercise price of $35.64 per share. The warrant expires three years from the date of issuance. The warrant was sold under a prospectus supplement and related prospectus filed with the U.S. Securities and Exchange Commission pursuant to our shelf registration statement on Form S-3, as amended (File No. 333-153379).

Copies of the warrant, opinion of our counsel relating to the issuance of the warrant and the press release announcing the transaction are attached as Exhibits 4.1, 5.1 and 99.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

(d) Exhibits

        Exhibit No.   Description

         4.1          Warrant, dated December 20, 2012

         5.1          Opinion of Mayer Brown LLP

        23.1          Consent of Mayer Brown LLP (included in Exhibit 5.1)

        99.1          Press Release, dated December 20, 2012