Paramount Group, Inc. — Director's Dealing 2021

Jan 13, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Paramount Group, Inc. (PGRE)
CIK: 0001605607
Period of Report: 2021-01-11

Reporting Person: Brindley Peter R.C. (EVP, Leasing)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-11	LTIP Units	$	A	43970	Acquired		Common Stock (43970)	Direct
2021-01-11	AOLTIP Units	$8.63	A	175000	Acquired	2028-01-11	Common Stock (175000)	Direct

Footnotes

F1: 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.

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 (the "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.

F3: AOLTIP Units issued pursuant to the Issuer's 2014 Equity Incentive Plan. The AOLTIP Units vest in four equal installments on each of February 15, 2022, 2023, 2024 and 2025, subject to continued employment.

F4: Each vested AOLTIP Unit may be converted, at the election of the holder, into a number of OP Units in the Partnership, determined by the increase in value of a share of the Issuer's common stock at the time of the conversion over $8.63, which was the fair market value of a share of the Issuer's common stock on the date of grant. Each OP Unit acquired upon conversion of a vested AOLTIP 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. AOLTIP Units and the OP Units into which they may be converted generally may not be disposed of without the consent of the Issuer until two years from the date of the grant of the AOLTIP Units. The redemption right for OP Units does not have an expiration date.