Gage Johnson - Jan 30, 2024 Form 4 Insider Report for Paramount Group, Inc. (PGRE)

Role: SVP, GC and Secretary
Signature: /s/ Gage Johnson
Stock symbol: PGRE
Transactions as of: Jan 30, 2024
Transactions value $: $0
Form type: 4
Date filed: 1/31/2024, 05:03 PM
Previous filing: Sep 12, 2023
Next filing: Mar 4, 2024

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	+16.5K		$0.00	16.5K	Jan 30, 2024	Common Stock	16.5K		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	LTIP Units earned upon the achievement of the performance hurdles pursuant to the 2021 Performance Program. Of the 16,523 LTIP Units earned, 8,261 LTIP Units vested on January 30, 2024 and the remaining 8,262 LTIP Units will vest on December 31, 2024.
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.

Content

LTIP Units earned upon the achievement of the performance hurdles pursuant to the 2021 Performance Program. Of the 16,523 LTIP Units earned, 8,261 LTIP Units vested on January 30, 2024 and the remaining 8,262 LTIP Units will vest on December 31, 2024.

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.