Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Zulberti Andrea M
   2. Issuer Name and Ticker or Trading Symbol
PROLOGIS [PLD] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
4545 AIRPORT WAY		 3. Date of Earliest Transaction (Month/Day/Year)
05/28/2010
(Street)

DENVER, CO 80239		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Share Unit dividend equivalent units (1) $ 0 05/28/2010 05/28/2010 A   293     (2)   (2) Common Shares of Beneficial Interest 293 $ 0 22,543 D  
Deferred Share Unit dividend equivalent units (1) $ 0 08/31/2010 08/31/2010 A   311     (2)   (2) Common Shares of Beneficial Interest 311 $ 0 22,854 D  
Deferred Share Unit dividend equivalent units (1) $ 0 11/30/2010 11/30/2010 A   197     (2)   (2) Common Shares of Beneficial Interest 197 $ 0 23,051 D  
Deferred Share Unit dividend equivalent units (1) $ 0 02/28/2011 02/28/2011 A   159     (2)   (2) Common Shares of Beneficial Interest 159 $ 0 23,210 D  
Deferred Share Units (3) $ 0 (3) 05/18/2011 05/18/2011 A   6,341     (3)   (3) Common Shares of Beneficial Interest 6,341 $ 0 29,551 D  
Phantom Shares dividend equivalent units (4) $ 0 05/28/2010 05/28/2010 A   244     (4)   (4) Common Shares of Beneficial Interest 244 $ 0 18,779 D  
Phantom Shares dividend equivalent units (4) $ 0 08/31/2010 08/31/2010 A   259     (4)   (4) Common Shares of Beneficial Interest 259 $ 0 19,038 D  
Phantom Shares dividend equivalent units (4) $ 0 11/30/2010 11/30/2010 A   164     (4)   (4) Common Shares of Beneficial Interest 164 $ 0 19,202 D  
Phantom Shares dividend equivalent units (4) $ 0 02/28/2011 02/28/2011 A   133     (4)   (4) Common Shares of Beneficial Interest 133 $ 0 19,335 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Zulberti Andrea M
4545 AIRPORT WAY
DENVER, CO 80239		   X      

Signatures

 /s/ Kristi Oberson, attorney-in-fact for Andrea Zulberti   05/20/2011
**Signature of Reporting Person Date

Explanation of Responses:

* 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) accrue on outstanding Deferred Share Units (DSUs) and vest upon vesting of the related DSU. 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) DEUs earned on DSUs are fully vested at grant and their receipt is 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. DEUs on DSUs have no exercisable date and no expiration date.
(3) Award of Deferred Share Units (DSUs). DSUs are fully vested at grant and are 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. DSUs have no exercisable or expiration date. Balance in column 9 includes DEUs earned through divided reinvestment related to the DSUs.
(4) Reporting Dividend equivalent units (DEUs) accrued on outstanding phantom shares which vest upon vesting of the related phantom shares. Phantom shares represent trustee fees payable in ProLogis commons shares which the reporting person has elected to defer into phantom shares. Phantom shares are generally payable when the reporting person ceases to be a trustee, at which time the phantom shares convert into ProLogis commons shares on a one-for-one basis. DEUs accrue at the ProLogis common share distribution rate at the time distributions on ProLogis common shares occur. The receipt of such DEUs is deferred along with the related phantom shares and are paid in the form of ProLogis common shares on a one-for-one basis.

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