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 Alexander (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	J	13624546	—	Acquired	13656206	Direct
2014-11-24	Common Stock, par value $0.01 per share	J	489289	—	Acquired	489289	Indirect

Footnotes

F1: On November 24, 2014, in connection with the initial public offering and formation transactions of Paramount Group, Inc., a Maryland corporation (the "Company"), the Reporting Person received an aggregate number of 13,624,546 shares of common stock, par value $0.01 per share ("Common Stock"), of the Company upon (i) the substantially contemporaneous mergers of Arcade Rental Investments 2 LLC, an entity wholly owned by the Reporting Person ("Arcade 2"), and Paramount Group, Inc., a Delaware corporation ("PGI"), with and into the Company, and (ii) the surrender to the Company of all of his equity interests in Arcade 2 and all of his equity interests in PGI. Prior to such mergers and as part of the formation transactions, the predecessor entity of Arcade 2 contributed substantially all of its assets to the Company pursuant to that certain contribution agreement, dated as of November 6, 2014, with the Company and the Reporting Person.

F2: On November 24, 2014, in connection with the initial public offering and formation transactions of the Company, AROSA Vermoegensverwaltungsgesellschaft m.b.H., a German limited liability company ("AROSA"), received an aggregate number of 489,289 shares of Common Stock of the Company upon the merger of Arcade Rental Investments LLC ("Arcade 1"), an entity wholly owned by AROSA, with and into the Company and the surrender to the Company of all of its equity interests in Arcade 1. Prior to such merger and as part of the formation transactions, the predecessor entity of Arcade 1 contributed substantially all of its assets to the Company pursuant to that certain contribution agreement, dated as of November 6, 2014, with the Company and AROSA.

F3: These securities are owned by AROSA. Mr. Otto is the sole shareholder of AROSA and may be deemed the beneficial owner of the shares of Common Stock of the Company owned by AROSA for Section 16 reporting purposes.