Albert P. Behler - Jan 25, 2023 Form 4 Insider Report for Paramount Group, Inc. (PGRE)

Role: Chairman, CEO and President, Director
Signature: /s/ Gage Johnson as attorney-in-fact for Albert P. Behler
Stock symbol: PGRE
Transactions as of: Jan 25, 2023
Transactions value $: $0
Form type: 4
Date filed: 1/27/2023, 03:42 PM
Previous filing: Dec 23, 2022
Next filing: Feb 27, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PGRE	LTIP Units	Award	$0	+165K		$0.00	165K	Jan 25, 2023	Common Stock	165K		Direct	F1, F2
transaction	PGRE	AOLTIP Units	Award	$0	+856K		$0.00	856K	Jan 25, 2023	Common Stock	856K	$6.17	Direct	F3, F4
transaction	PGRE	AOLTIP Units	Award	$0	+483K		$0.00	483K	Jan 25, 2023	Common Stock	483K	$6.17	Direct	F4, F5
transaction	PGRE	LTIP Units	Award	$0	+252K		$0.00	252K	Jan 25, 2023	Common Stock	252K		Direct	F2, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	LTIP Units issued pursuant to the Issuer's Amended and Restated 2014 Equity Incentive Plan. The LTIP Units vest in four equal installments on each of February 15, 2024, 2025, 2026 and 2027, 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 Amended and Restated 2014 Equity Incentive Plan. The AOLTIP Units vest in four equal installments on each of February 15, 2024, 2025, 2026 and 2027, 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 its exercise price. 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.
F5	Fully vested AOLTIP Units issued, pursuant to the Issuer's Amended and Restated 2014 Equity Incentive Plan, in connection with a cash bonus exchange election made by the reporting person.
F6	LTIP Units earned upon the achievement of the performance hurdles pursuant to the 2020 Performance Program. Of the 252,008 LTIP Units, 126,004 LTIP Units vested on January 25, 2023 and the remaining 126,004 LTIP Units will vest on December 31, 2023.