Exhibit 4.6


 


Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation (“DTC”), to the Company (as defined below) or its agent for
registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity
as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


 


	REGISTERED	PRINCIPAL AMOUNT
	No. R - 1	$500,000,000
	 	 
	CUSIP No.: 74340XBN0	 
	ISIN No.: US74340XBN03	 


 


PROLOGIS, L.P.

2.125% NOTE DUE 2027


 


PROLOGIS, L.P., a limited partnership organized
and existing under the laws of the State of Delaware (hereinafter called the “Company,” which term shall include any
successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered
assigns, upon presentation, the principal sum of FIVE HUNDRED MILLION DOLLARS ($500,000,000) on April 15, 2027 and to pay interest
on the outstanding principal amount thereon at the rate of 2.125% per annum, until the entire principal hereof is paid or made
available for payment. Interest shall accrue from February 18, 2020 or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, and be payable semi-annually in arrears on April 15 and October 15 in each year, commencing
on October 15, 2020. The interest so payable, and punctually paid or duly provided for on any Interest Payment Date will, as provided
in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest which shall be April 1 or October 1 (whether or not a Business Day),
as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not
more than 15 days and not less than 10 days prior to such Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon
such notice as may be required by such exchange, all as more fully provided in the Indenture. Payment of the principal of, or Make-Whole
Amount, if applicable, on, and interest on this Security will be made at the corporate trust office of the Trustee, initially located
at 633 West Fifth Street, 24th Floor, Los Angeles, California 90071, or elsewhere as provided in the Indenture, in such coin or
currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Company, payment of interest may be made by (i) check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or (ii) transfer to an account of the Person entitled
thereto located inside the United States.


 






    


     


    

 


Each Security of this series is one of a
duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one
or more series under an Indenture, dated as of June 8, 2011 (herein called the “Base Indenture”), as amended by the
first supplemental indenture, dated as of June 8, 2011, the second supplemental indenture, dated as of June 8, 2011, the third
supplemental indenture, dated as of June 8, 2011, the fourth supplemental indenture, dated as of June 8, 2011, the fifth supplemental
indenture, dated as of August 15, 2013, the sixth supplemental indenture, dated as of December 3, 2013, the seventh supplemental
indenture, dated as of February 20, 2014 and the eighth supplemental indenture, dated as of June 7, 2017 (together with the Base
Indenture, the “Indenture”), among the Company, Prologis, Inc. (“Prologis”) and U.S. Bank National Association,
as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture with respect
to the series of which this Security is a part), to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, Prologis,
the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the first page hereof, initially limited in aggregate principal amount
to $500,000,000, subject to the Company’s right to increase the aggregate principal amount of such series from time to time.


 


At any time prior to the Par Call Date,
the Securities of this series may be redeemed in whole at any time or in part from time to time at the option of the Company at
a redemption price (the “Make-Whole Amount”) calculated by the Company and equal to the sum of


 


		(1)	100% of the principal amount of the Securities to be redeemed plus accrued and unpaid interest, if any, to but not including
the redemption date; plus



 


		(2)	the Make-Whole Premium.



 


In addition, on and after the Par Call Date,
the Securities of this series may be redeemed in whole at any time or in part from time to time, at the option of the Company,
at a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued and unpaid interest,
if any, to, but not including the redemption date.


 


The following definitions apply with respect
to the Make-Whole Amount:


 


“Comparable Treasury Issue”
means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining
term of the Securities to be redeemed (assuming that such Securities matured on the Par Call Date) (the “Remaining Life”)
that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the Remaining Life.


 






    


     


    

 


“Comparable Treasury Price”
means, with respect to any Calculation Date, (1) the average of the Reference Treasury Dealer Quotations for such Calculation
Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than
five such Reference Treasury Dealer Quotations, the average of all such quotations.


 


“Independent Investment Banker”
means one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to
time.


 


“Make-Whole Premium” means the
excess, if any, of:


 


		(1)	the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed
that would be due if the Securities matured on the Par Call Date (exclusive of interest accrued to the redemption date), determined
by discounting to the redemption date, on a semiannual basis, such principal and interest at the Treasury Rate plus 15 basis points;
over



 


		(2)	the principal amount of such Securities to be redeemed.



 


“Par Call Date” means February
15, 2027.


 


“Reference Treasury Dealer”
means each of (i) J.P. Morgan Securities LLC and Wells Fargo Securities, LLC and their successors; (ii) one primary U.S. Government
securities dealer selected by SMBC Nikko Securities, America, Inc. or its successor and (iii) two other firms that are primary
U.S. Government securities dealers (each a “Primary Treasury Dealer”) which the Company specifies from time to time;
provided, however, that if any of them ceases to be a Primary Treasury Dealer, the Company shall substitute another Primary Treasury
Dealer.


 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any Calculation Date, the average, as determined by the Trustee, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted
in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding
such Calculation Date.


 


“Treasury Rate” means, with
respect to any Calculation Date, the rate per year equal to: (1) the average yield of the five days immediately preceding the Calculation
Date, appearing in the most recently published statistical release designated “H.15” or any successor publication which
is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United
States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the
maturity corresponding to the Comparable Treasury Issue; provided that, if no maturity is within three months before or after the
Remaining Life of the Securities to be redeemed, yields for the two published maturities most closely corresponding to the Comparable
Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from those yields on a straight
line basis, rounding to the nearest month; or (2) if such release (or any successor release) is not published during the week
preceding the Calculation Date or does not contain such yields, the rate per year equal to the semiannual equivalent yield to maturity
of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such Calculation Date. The Treasury Rate shall be calculated on the
third business day preceding the date on which notice of redemption is mailed to Holders of the Securities (the “Calculation
Date”).


 






    


     


    

 


In the event that the Company does not consummate
the Liberty Merger (as defined below) on or prior to August 1, 2020 or the Merger Agreement (as defined below) is terminated
any time prior thereto, the Company will be required to redeem this Security on a Special Mandatory Redemption Date (as defined
below) at a redemption price equal to 101% of the aggregate principal amount of this Security (the “Special Mandatory Redemption
Price”), plus, accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date.


 


Notwithstanding the foregoing, installments
of interest on this Security whose Stated Maturity is on or prior to the Special Mandatory Redemption Date shall be payable on
the applicable Interest Payment Date to the registered Holders of this Security as of the close of business on the relevant record
date in accordance with this Security and the Indenture.


 


On and after the
Special Mandatory Redemption Date for this Security, interest shall cease to accrue on this Security unless the Company
defaults in the payment of the Special Mandatory Redemption Price and accrued interest, if any. On or before the Business Day
before the Special Mandatory Redemption Date for this Security, the Company shall deposit with the Trustee or a Paying Agent,
funds sufficient to pay the Special Mandatory Redemption Price of this Security to be redeemed on the Special Mandatory
Redemption Date, and (except if the date fixed for redemption shall be an Interest Payment Date) accrued interest, if any.
Notice of redemption shall be delivered, with a copy to the Trustee, no later than 5 Business Days after the occurrence of
the event triggering the special mandatory redemption, to each Holder of this Security (the “Special Mandatory
Redemption Notice”).


 


The Special Mandatory Redemption Notice
shall state the information set forth in, and shall be subject to the terms and conditions of, Section 1104 of the Indenture. Notice
of redemption having been given as provided in the Indenture, this Security called for redemption shall, on the Special Mandatory
Redemption Date, become due and payable at the Special Mandatory Redemption Price, plus accrued and unpaid interest, if any, to,
but excluding, the Special Mandatory Redemption Date


 


“Liberty Merger” means a merger
pursuant to which, among other things, Liberty will become a subsidiary of the Company contemplated by the Merger Agreement.


 


“Liberty” means Liberty Property
Limited Partnership, a Pennsylvania limited partnership.


 


“Merger Agreement” means the
agreement and plan of merger dated as of October 27, 2019 entered into by Prologis, the Company, Liberty and certain other parties
thereto.


 


“Special Mandatory Redemption Date”
means the earlier to occur of (1) August 31, 2020, if the Liberty Merger has not been consummated on or prior to August 1,
2020, or (2) the 30th day (or if such day is not a Business Day, the first Business Day thereafter) following the termination
of the Merger Agreement for any reason.


 






    


     


    

 


The Indenture contains provisions for defeasance
at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and
the related defaults and Events of Default applicable to the Company, in each case, upon compliance by the Company with certain
conditions set forth in the Indenture, which provisions apply to this Security.


 


If an Event of Default with respect to Securities
of this series shall occur and be continuing, the Make-Whole Amount on the Securities of this series may be declared due and payable
in the manner and with the effect provided in the Indenture.


 


As provided in and subject to the provisions
of the Indenture, unless the principal of all of the Securities of this series at the time Outstanding shall already have become
due and payable, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture
or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less
than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee
to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity and the Trustee
shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding
a direction inconsistent with such request, and the Trustee shall have failed to institute any such proceeding for 60 days
after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder
of this Security for the enforcement of any payment of principal hereof or any interest on or after the respective due dates expressed
herein.


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series to be affected under the Indenture at any time by the Company, Prologis and the Trustee
with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series of
Securities then Outstanding affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages
in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.


 


No reference herein to the Indenture and
no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of, Make-Whole Amount, if applicable, on, and interest on this Security at the times, place and rate, and
in the coin or currency, herein prescribed.


 






    


     


    

 


As provided in the Indenture and subject
to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender
of this Security for registration of transfer at the office or agency of the Company in any Place of Payment where the principal
of, Make-Whole Amount, if applicable, on, and interest on this Security are payable duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated transferee or transferees.


 


The Securities of this series are issuable
in book-entry form only without coupons in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.
As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for
a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder
surrendering the same.


 


No service charge shall be made for any
such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


 


Prior to due presentment of this Security
for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose
name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


No recourse under or upon any obligation,
covenant or agreement contained in the Indenture or in this Security, or because of any indebtedness evidenced thereby, shall be
had against any promoter, as such, or against any past, present or future stockholder, partner, director, officer, employee, agent
thereof or trustee, as such, of the Company or of any successor thereof, either directly or through the Company or any successor
thereof, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or
equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of this Security by
the Holder thereof and as part of the consideration for the issue of the Securities of this series.


 


All terms used in this Security which are
defined in the Indenture shall have the meanings assigned to them in the Indenture.


 


THE INDENTURE AND THE SECURITIES, INCLUDING
THIS SECURITY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.


 


Pursuant to a recommendation promulgated
by the Committee on Uniform Security Identification Procedures, the Company has caused “CUSIP” numbers to be printed
on the Securities of this series as a convenience to the Holders of such Securities. No representation is made as to the correctness
or accuracy of such CUSIP numbers as printed on the Securities, and reliance may be placed only on the other identification numbers
printed hereon.


 


[This space intentionally left blank.]



 






    


     


    

 


Unless the certificate of authentication
hereon has been executed by or on behalf of the Trustee by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed by the undersigned officer.


 


	 	  PROLOGIS, L.P.
	 	By: Prologis, Inc., its sole general
    partner 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	Attest 	 
	 	 
	By:	 	 

	 	Name:	 
	 	Title:	 
	 	 
	Dated: February 18, 2020 	 






 


[2027 Note]


 











    


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION:


 


This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture.


 


U.S. BANK NATIONAL ASSOCIATION,

as trustee


 


	By:	 	 
	 	Authorized Officer	 
	 	 






 


[2027 Note]


 











    


     


    

 


ASSIGNMENT FORM


 


FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto


 


PLEASE INSERT SOCIAL

SECURITY OR OTHER IDENTIFYING

NUMBER OF ASSIGNEE


 


 


 


 


(Please Print or Typewrite Name and Address
including

Zip Code of Assignee)


 


the within-mentioned Security of Prologis, L.P. and                             
hereby does irrevocably constitute and appoint  Attorney to transfer said Security on the books of the within-named
Company with full power of substitution in the premises.


 


Dated:                                       


 


NOTICE: The signature to this assignment must correspond with
the name as it appears on the first page of the within-mentioned Security in every particular, without alteration or enlargement
or any change whatever.


 





[2027 Note]