Edgar Filing: LYONS IRVING F III

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â LYONS IRVING F III

2. Date of Event Requiring Statement (Month/Day/Year)
09/15/2009

3. Issuer Name and Ticker or Trading Symbol
PROLOGIS [PLD]

(Last)

(First)

(Middle)

4545 AIRPORT WAY

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

DENVER,Â COÂ 80239

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares of Beneficial Interest, par value $0.01	4,905	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Options	Â ⁽¹⁾	09/14/2010	Common Shares of Beneficial Interest	101,808	$ 24.25	D	Â
DEUs	Â ⁽²⁾	Â ⁽²⁾	Common Shares of Beneficial Interest	120,327	$ 0	D	Â
Phantom Shares	Â ⁽³⁾	Â ⁽³⁾	Common Shares of Beneficial Interest	2,087	$ 0	D	Â
ProLogis Limited Partnership I	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Shares of Beneficial Interest	230,113	$ 0	I	The Lyons Family Trust

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LYONS IRVING F III 4545 AIRPORT WAY DENVER,Â COÂ 80239	Â X	Â	Â	Â

Signatures

/s/ Kristi Oberson attorney-in-fact for Irving Lyons III		09/25/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Non-qualified stock options granted on 9/14/2000 under the issuer's Long-Term Incentive Plan, which are fully vested and expire on 9/14/2010.
(2)	Dividend Equivalent Units (DEUs) earned on non-qualified stock options. They are settled in common shares on a 1-for-1 basis. DEUs have no exercise price or expiration date. Fractional DEUs are settled in cash.
(3)	PHANTOM STOCK. Represents trustee fees that the reporting person elected to defer into phantom shares for prior service on the Board of Trustees of ProLogis. Phantom Shares are convertible into common shares on a 1-to-1 basis. Also includes phantom shares earned through dividend reinvestment related to the phantom shares.
(4)	The Lyons Family Trust, of which the reporting person is a trustee, is a Limited Partner of ProLogis Limited Partnership I. Units of the limited partnership are exchangeable for common shares of beneficial interest on a one-for-one basis.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.