| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PGRE | LTIP Units | Award | $0 | +1.04M | $0.00 | 1.04M | Sep 8, 2023 | Common Stock | 1.04M | Direct | F1, F2 | ||
| transaction | PGRE | Performance-Based AOLTIP Units | Award | $0 | +4.46M | $0.00 | 4.46M | Sep 8, 2023 | Common Stock | 4.46M | $5.12 | Direct | F3, F4, F5 |
| Id | Content |
|---|---|
| F1 | The LTIP Units issued are intended to be in lieu of the Issuer's annual equity awards that would otherwise be granted in January 2024 and January 2025 and will vest in two equal installments on each of October 1, 2026 and 2027, subject to continued employment. The reporting person will be required to hold the LTIP units 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 (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 | The Performance-Based AOLTIP Units issued are intended to be in lieu of the Issuer's annual equity awards that would otherwise be granted in January 2024 and January 2025. The Performance-Based AOLTIP Units will only be earned and eligible to be converted into OP Units if the highest consecutive 20-trading day average closing stock price of the Issuer's common stock on the New York Stock Exchange during the 10-year term exceeds the closing stock price of the Issuer's common stock on the New York Stock Exchange on the grant date by certain performance levels, with 33% of the units to be earned if the average stock price increases by 25%, 67% of the units to be earned if the average stock price increases by 50% and 100% of the units to be earned if the average stock price increases by 75% or more, subject to linear interpolation for performance between levels. |
| F4 | (Continued from Footnote 3) The earned Performance-Based AOLTIP Units vest 20% on October 1, 2026 and 80% on October 1, 2027, subject to continued employment. The reporting person will be required to hold earned awards for an additional year following vesting. |
| F5 | Each vested Performance-Based 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 Performance-Based 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. Performance-Based 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 Performance-Based AOLTIP Units. The redemption right for OP Units does not have an expiration date. |