Paramount Group, Inc. — Director's Dealing 2016

Mar 22, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Paramount Group, Inc. (PGRE)
CIK: 0001605607
Period of Report: 2016-03-18

Reporting Person: DiRuggiero Ralph J. (SVP, Property Management)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-18	LTIP Units	$	A	13699	Acquired		Common Stock (13699)	Direct
2016-03-18	LTIP Units	$	A	15095	Acquired		Common Stock (15095)	Direct

Footnotes

F1: Represents LTIP Units issued pursuant to the Paramount Group, Inc. 2016 Performance Program (the "2016 Program"). The LTIP Units granted pursuant to the 2016 Program will vest 50% on the date that performance is determined under the 2016 Program following the conclusion of the three-year performance period ending March 17, 2019 and 50% on March 17, 2020, subject to the achievement of performance criteria and continued employment.

F2: 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 ("OP Unit") in Paramount Group Operating Partnership LP. 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.

F3: LTIP Units issued pursuant to the Issuer's 2014 Equity Incentive Plan. The LTIP Units vest in four equal installments on each of March 18, 2017, 2018, 2019 and 2020, subject to continued employment.