UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1625, 2011

PROLOGIS

(Exact name of registrant as specified in charter)

Maryland	1-12846	74-2604728
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer Identification
of Incorporation)		No.)


Maryland (State or other jurisdiction of Incorporation)		1-12846 (Commission File Number)		74-2604728 (I.R.S. Employer Identification No.)


4545 Airport Way, Denver, Colorado		80239

(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, including Area Code: (303) 567-5000

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item 1.01.~~o Soliciting ~~Temporary~~material ~~Suspension~~pursuant ofto ~~Trading~~Rule 14a-12 ~~Under~~under ~~Registrant’s~~the ~~Employee~~Exchange ~~Benefit~~Act ~~Plans~~(17 CFR 240.14a-12)

o ~~The~~Pre-commencement ~~plan~~communications ~~administrator~~pursuant ~~of the ProLogis 401(k) Savings Plan and Trust (the “Plan”) has determined~~ to ~~implement certain restrictions on the shares of beneficial interest of ProLogis~~ Rule 14d-2(~~“ProLogis Shares”~~b) ~~held~~under by the ~~Plan~~Exchange ~~that~~Act ~~will be imposed in connection with the anticipated merger~~ (~~the “Merger”) contemplated by the Agreement and Plan of Merger dated as of January 30, 2011 by and~~17 ~~among,~~CFR ~~ProLogis, New Pumpkin Inc~~240.~~, Upper Pumpkin LLC, Pumpkin LLC, AMB Property Corporation~~ 14d-2(~~“AMB”~~b)~~, and AMB Property, L.P., as amended (the “Merger Agreement”~~)~~. On May 16, 2011, ProLogis~~ sent a notice (the “Blackout Notice”) to its trustees and executive officers informing them that, as a result of such Plan restrictions, a blackout period will be imposed on them, during which they will be subject to certain trading restrictions with respect to ProLogis equity securities.

o ~~The~~Pre-commencement ~~reason~~communications ~~for~~pursuant ~~the~~to ~~blackout period is that Section 306~~Rule 13e-4(ac) ofunder the ~~Sarbanes-Oxley~~Exchange Act ~~and~~(17 ~~Regulation BTR~~CFR (i240.~~e., the Blackout Trading Restriction~~13e-4(c)~~, promulgated by the Securities and Exchange~~) Commission, generally impose certain restrictions on trading in issuer shares by trustees and executive officers in the event that 50% or more of an issuer’s plan participants are so restricted with respect to the shares in their plan accounts. The plan administrator has decided to impose restrictions on the ProLogis Shares held in the Plan in order to allow it to process and implement the exchange of ProLogis Shares in the Plan for shares of common stock of AMB in the Merger. Participants in the Plan will be prevented from engaging in any transactions under the Plan with respect to the ProLogis Shares, including exchanges, loan request, withdrawals, or distributions involving ProLogis Shares.

~~The blackout period is scheduled to begin on May~~Item ~~31, 2011 and end during the week of June~~ 5~~, 2011~~.04. ~~During~~Temporary ~~the~~Suspension blackout period, trustees and executive officers will be prohibited from directly or indirectly purchasing, selling, acquiring or transferring any ProLogis equity securities or derivative securities with respect to ProLogis Shares acquired in connection with their service as a trustee or executive officer of ~~ProLogis,~~Trading ~~subject~~Under toRegistrant’s ~~certain~~Employee ~~limited~~Benefit ~~exemptions~~Plans.

~~During~~The administrator of the ~~blackout~~ProLogis ~~period~~401(k) ~~that~~Savings ~~will~~Plan ~~apply~~and Trust (the “Plan”) has determined to implement ~~trustees~~certain ~~and~~restrictions ~~executive~~on ~~officers,~~the ~~and~~shares ~~for~~of ~~a period~~beneficial interest of ~~two~~ProLogis ~~years~~(“ProLogis ~~after~~Shares”) held by the ~~ending~~Plan ~~date~~that ofwill be imposed in connection with the ~~blackout~~anticipated ~~period~~merger (the “Merger”) contemplated by the Agreement and Plan of Merger dated as of January 30, a2011 by and among, ProLogis, ~~security~~New ~~holder~~Pumpkin ~~or other~~Inc., ~~interested~~Upper ~~party~~Pumpkin ~~may~~LLC, ~~obtain~~Pumpkin LLC, ~~without~~AMB ~~charge~~Property Corporation (“AMB”), and AMB Property, L.P., as amended (the ~~actual~~“Merger ~~beginning~~Agreement”). ~~and~~With ~~ending~~respect ~~dates~~to ofthe foregoing, the ~~blackout~~administrator ~~period~~of ~~from,~~the ~~and~~Plan ~~may~~had ~~direct~~sent ~~other~~a ~~inquiries~~notice ~~about~~to the Plan participants informing them that all transactions involving ProLogis Shares in the Plan would be subject to a blackout period which was expected to begin effective at 4:00 p.m. Eastern time on May 31, 2011 and end the week of June 5, 2011.

~~Edward~~ On S.May 25, ~~Nekritz~~2011, the administrator of the Plan sent a revised notice to the participants in ~~General~~the ~~Counsel~~Plan informing them that the estimated length of the blackout period has changed and ~~Secretary ProLogis 4545~~it ~~Airport~~is ~~Way~~now ~~Denver~~expected to begin effective at 1:00 p.m. Eastern time on May 31, ~~Colorado~~2011. ~~80239~~No change is expected with ~~(303)~~respect to the ending of the blackout period. It is still expected to end the week of June ~~567–5000~~5, 2011.

AIn ~~copy~~connection with the foregoing, ProLogis sent a revised notice to its trustees and executive officers in accordance with Section 3.06 of the Sarbanes-Oxly Act of 2002 and Rule 104 of the Securities and Exchange Commission Regulation BTR (Blackout ~~Notice~~Trading Restriction). A copy of the notice is attached to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Blackout Notice, dated May 1625, 2011, provided to trustees and executive officers of ProLogis.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PROLOGIS
Date: May 16, 2011	By:	/s/ Edward S. Nekritz
Date: May 25, 2011	By:	/s/ Edward S. Nekritz
		Name:	Edward S. Nekritz
		Title:	General Counsel and Secretary

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