Paramount Group, Inc. — Director's Dealing 2014

Nov 26, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Paramount Group, Inc. (PGRE)
CIK: 0001605607
Period of Report: 2014-11-24

Reporting Person: Otto-Bernstein Katharina (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-24	Common Stock, par value $0.01 per share	A	1142857	$17.5	Acquired	1142857	Direct
2014-11-24	Common Stock, par value $0.01 per share	J	10688632	—	Acquired	11831489	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-24	LTIP Units	$	A	5714	Acquired		Common Stock (5714)	Direct

Footnotes

F1: On November 24, 2014, the Reporting Person received 1,142,857 shares of common stock, par value $0.01 per share ("Common Stock"), of Paramount Group, Inc., a Maryland corporation (the "Company"), in exchange for the payment of an aggregate purchase price of $20,000,000.00, at a per share price of $17.50, pursuant to a share purchase agreement, dated as of November 6, 2014, by and among the Company, the Reporting Person and certain other purchasers named therein.

F2: On November 24, 2014, in connection with the initial public offering and formation transactions of the Company, the Reporting Person received an aggregate number of 10,688,632 shares of Common Stock of the Company upon (i) the substantially contemporaneous mergers of Cosmos Rental Investments, Inc., an entity wholly owned by the Reporting Person ("Cosmos"), and Paramount Group, Inc., a Delaware corporation ("PGI"), with and into the Company, and (ii) the surrender to the Company of all of her equity interests in Cosmos and all of her equity interests in PGI.

F3: LTIP Units issued pursuant to the Issuer's 2014 Equity Incentive Plan. The LTIP Units vest on the earlier of (i) one year from the date of grant and (ii) the date of the first annual meeting of stockholders following the grant date, subject to continued services as a director through such date.

F4: Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each vested LTIP Unit may be converted, at the election of the holder, into a common unit of limited partnership interest in Paramount Group Operating Partnership LP ("OP Units"). Each OP Unit acquired upon conversion of a vested LTIP Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of one share of the Issuer's common stock, except that the Issuer may, at its election, acquire each OP Unit so presented for one share of common stock. LTIP Units are generally not convertible without the consent of the Issuer until two years from the date of the grant. The rights to convert vested LTIP Units into OP Units and redeem OP Units do not have expiration dates.