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 *
LYONS IRVING F III
   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)
09/14/2010
(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) 09/14/2010 09/14/2010 M   64,686 A $ 0 69,661 D  
Common Shares of Beneficial Interest, par value $.01 (2) 09/14/2010 09/14/2010 F   23,727 D $ 11.26 45,934 D  
Common Shares of Beneficial Interest, par value $.01               50,250 I The Lyons Family Trust

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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
Option Dividend Equivalent Units $ 0 (1) 09/14/2010 09/14/2010 M     64,686   (1)   (1) Common Shares of Beneficial Interest 64,686 $ 0 0 D  
Deferred Share Units (3) (3)               (3)   (3) Common Shares of Beneficial Interest 8,924   8,924 D  
Phantom Shares (4) (4)               (4)   (4) Common Shares of Beneficial Interest 2,191   2,191 D  
ProLogis Limited Partnership-I Units (5)               (5)   (5) Common Shares of Beneficial Interest 176,393   176,363 I The Lyons Family Trust

Reporting Owners

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

Signatures

 /s/ Kristi Oberson attorney-in-fact for Irving F. Lyons III   09/16/2010
**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) Reporting exempt conversion into ProLogis common shares of dividend equivalent units (DEUs) in connection with stock options that expired on 9/14/2010. DEUs are settled in ProLogis common shares on a 1-for-1 basis.
(2) Shares withheld for payment of tax liability associated with the receipt of common shares referenced in footnote (1) above.
(3) Reporting holdings of Deferred Share Units (DSUs). Deferred Share Units are fully vested at grant and are automatically 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. Balance in column 9 includes dividend equivalent units which are also deferred.
(4) Reporting holdings of phantom shares. Represents trustee fees payable in ProLogis common shares that the reporting person has elected to defer into phantom shares. Also includes phantom shares earned through dividend reinvestment related to the phantom shares. Phantom shares are payable in common shares generally upon retirement from the board. Phantom shares are convertible into common shares on a 1-for-1 basis.
(5) The Lyons Family Trust, of which the reporting person is a trustee, is a limited partner of ProLogis Limited Partnership I. Units of ProLogis Limited Partnership I are exchangeable for ProLogis common shares on a 1-for-1 basis.

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