Paramount Group, Inc. — Director's Dealing 2021

Feb 16, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Paramount Group, Inc. (PGRE)
CIK: 0001605607
Period of Report: 2021-02-04

Reporting Person: Berberi Ermelinda (See Remarks)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common OP Units	$		Common Stock (15625)		Direct
LTIP Units	$		Common Stock (5949)		Direct
LTIP Units	$		Common Stock (3532)		Direct
LTIP Units	$		Common Stock (12333)		Direct
LTIP Units	$		Common Stock (14846)		Direct
LTIP Units	$		Common Stock (5386)		Direct
LTIP Units	$		Common Stock (14706)		Direct
LTIP Units	$		Common Stock (6662)		Direct
LTIP Units	$		Common Stock (48544)		Direct
LTIP Units	$		Common Stock (24184)		Direct
LTIP Units	$		Common Stock (5682)		Direct
LTIP Units	$		Common Stock (2920)		Direct

Footnotes

F1: Represents common units of limited partnership interest ("OP Units") in Paramount Group Operating Partnership LP (the "Operating Partnership"). Each OP 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. These redemption rights have no expiration date.

F2: Represents LTIP Units issued pursuant to the Issuer's 2014 Equity Incentive Plan. The LTIP Units vested in four equal installments on each of January 30, 2018, 2019, 2020 and 2021.

F3: 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 an OP Unit in the Operating Partnership. 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. Such OP Units are generally not redeemable 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.

F4: Represents LTIP Units earned upon the achievement of the performance hurdles pursuant to the Paramount Group, Inc. 2016 Performance Program under the Issuer's 2014 Equity Incentive Plan. Of the 3,532 LTIP Units, 1,766 LTIP Units vested on January 17, 2020 and the remaining 1,766 LTIP Units vested on December 31, 2020.

F5: Represents LTIP Units issued pursuant to the Issuer's 2014 Equity Incentive Plan. Of the 12,333 LTIP Units, 3,083 LTIP Units vested on each of February 15, 2019, 2020 and 2021 and the remaining 3,084 LTIP Units will vest on February 15, 2022, subject to continued employment.

F6: Represents LTIP Units issued pursuant to the Issuer's 2014 Equity Incentive Plan. Of the 14,846 LTIP Units, 3,711 LTIP Units vested on February 15, 2020, 3,712 LTIP Units vested on February 15, 2021 and the remaining 7,423 LTIP Units will vest in two equal installments on each of February 15, 2022 and 2023, subject to continued employment.

F7: Represents 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. Of the 5,386 LTIP Units, 2,154 LTIP Units vested on each of February 15, 2020 and 2021 and the remaining 1,078 LTIP Units will vest on February 15, 2022, subject to continued employment.

F8: Represents LTIP Units issued pursuant to the Issuer's 2014 Equity Incentive Plan. Of the 14,706 LTIP Units, 3,676 LTIP Units vested on February 15, 2021 and the remaining 11,030 LTIP Units will vest in three equal installments on each of February 15, 2022, 2023 and 2024, subject to continued employment.

F9: Represents 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. Of the 6,662 LTIP Units, 2,664 LTIP Units vested on February 15, 2021, 2,665 LTIP Units will vest on February 15, 2022 and 1,333 LTIP Units will vest on February 15, 2023, subject to continued employment.

F10: Represents LTIP Units issued pursuant to the Issuer's 2014 Equity Incentive Plan. Of the 48,544 LTIP Units, 12,136 LTIP Units vested on February 15, 2021 and the remaining LTIP Units will vest in three equal installments on each of February 15, 2022, 2023 and 2024, subject to continued employment.

F11: Represents 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, 2022, 2023, 2024 and 2025, subject to continued employment.

F12: Represents 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, 2022, 40% on February 15, 2023, and 20% on February 15, 2024, subject to continued employment.

F13: 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.