As filed with the Securities and Exchange Commission on August 4, 2011

File No. 333-70274

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO.1 TO

FORM S-8

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

PROLOGIS

(Exact name of registrant as specified in its charter)

MARYLAND		74-2604728
(State or other jurisdiction		(I.R.S. Employer Identification No.)
of incorporation or organization)

Pier 1, Bay 1		94111
San Francisco, California		(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code:
(415) 394-9000

PROLOGIS
EMPLOYEE SHARE PURCHASE PLAN

(Full title of the plan)

Edward S. Nekritz
Secretary
4545 Airport Way
Denver, Colorado 80239
(303) 567-5000
(Agent for service)

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

 

 

DEREGISTRATION OF SECURITIES

     Prologis, a Maryland real estate investment trust (the “Company”), hereby amends this Registration Statement on Form S-8 for the purpose of removing from registration hereunder 4,291,562 of its common shares of beneficial interest, par value $0.01 per share (the “Shares”). The Company has terminated its offering under the Prologis Employee Share Purchase Plan. In connection with the offering, the Company issued a total of 708,438 Shares. Therefore, the Company is, by this post-effective amendment, removing from registration the remaining 4,291,562 Shares registered but which were not issued.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, Prologis certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Denver, State of Colorado, on August 4, 2011.