Paramount Group, Inc. — Director's Dealing 2019

Jan 18, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Paramount Group, Inc. (PGRE)
CIK: 0001605607
Period of Report: 2019-01-14

Reporting Person: Johnson Gage R. (SVP, GC and Secretary)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-01-14	LTIP Units	$	A	12156	Acquired		Common Stock (12156)	Direct
2019-01-14	LTIP Units	$	A	16314	Acquired		Common Stock (16314)	Direct
2019-01-14	LTIP Units	$	A	10357	Acquired		Common Stock (10357)	Direct

Footnotes

F1: Represents LTIP Units issued pursuant to the Paramount Group, Inc. 2018 Performance Program (the "2018 Program") under the Issuer's 2014 Equity Incentive Plan. The LTIP Units granted pursuant to the 2018 Program will vest 50% on the date that performance is determined under the 2018 Program following the conclusion of the three-year performance period ending December 31, 2021 and 50% on December 31, 2022, subject to the achievement of performance criteria and continued employment. The reporting person will be required to hold earned awards for an additional year following vesting.

F2: Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each vested LTIP Unit will be converted automatically 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 conversion feature of vested LTIP Units and the redemption rights for 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 February 15, 2020, 2021, 2022 and 2023, subject to continued employment.

F4: LTIP Units issued pursuant to the Issuer's 2014 Equity Incentive Plan in connection with a cash bonus exchange election made by the reporting person. The LTIP Units vest 40% on February 15, 2020, 40% on February 15, 2021, and 20% on February 15, 2022, subject to continued employment.