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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1. Name and Address of Reporting Person * SULLIVAN WILLIAM E   2. Issuer Name and Ticker or Trading Symbol PROLOGIS [PLD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 4545 AIRPORT WAY 3. Date of Earliest Transaction (Month/Day/Year) 12/31/2010 (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 Common Shares of Beneficial Interest, par value $.01 (1) 12/31/2010 12/31/2010 M   31,185 A $ 0 262,942 D   Common Shares of Beneficial Interest, par value $.01 (2) 12/31/2010 12/31/2010 M   1,347 A $ 0 264,289 D   Common Shares of Beneficial Interest, par value $.01 (3) 12/31/2010 12/31/2010 F   13,364 D $ 14.44 250,925 D

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

Performance Share Units

$ 0

12/31/2010

12/31/2010

M

31,185

(1)

(1)

Common Shares of Beneficial Interest

31,185

$ 0

278,068

D

Dividend Equivalent Units

$ 0

12/31/2010

12/31/2010

M

1,347

(2)

(2)

Common Shares of Beneficial Interest

1,347

$ 0

276,721

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SULLIVAN WILLIAM E 4545 AIRPORT WAY DENVER, CO 80239			Chief Financial Officer

Signatures

Kristi Oberson, attorney-in-fact for William Sullivan		01/04/2011
**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)	Performance Share Award Units (PSA Units) granted 2/27/2009, of which the earned amount was determined on 12/31/2009, based upon achievement of company and individual goals. After the earned amount was determined, the earned PSA Units have a vesting schedule of 34% on 12/31/2009, and 33% on each of 12/31/2010 and 12/31/2011. Earned PSA Units convert into ProLogis common shares upon vesting on a 1-for-1 basis, and have no exercise price or expiration date. This transaction represents the portion of the earned PSA Units that vested on 12/31/2010 (33% of the original earned PSA Units).
(2)	Dividend Equivalent Units (DEUs) are earned on earned PSA Units and convert into ProLogis common shares on a 1-for-1 basis upon vesting of such earned PSA Units. This represents the DEUs earned on the portion of the earned PSA Units that vested on 12/31/2010. DEUs have no exercise price or expiration date.
(3)	Shares withheld for payment of the tax liability associated with the receipt of ProLogis common shares acquired upon the release of Performance Share Award Units and dividend equivalent units (DEUs) referenced in Table II.

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