Albert P. Behler - Feb 29, 2024 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: Feb 29, 2024
Transactions value $: $0
Form type: 4
Date filed: 3/4/2024, 05:37 PM
Previous filing: Jan 31, 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	AOLTIP Units	Award	$0	+685K		$0.00	685K	Feb 29, 2024	Common Stock	685K	$4.43	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	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. Each vested AOLTIP Unit may be converted, at the election of the holder, into a number of common units of limited partnership interest ("OP Units") in Paramount Group Operating Partnership LP, 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.
F2	(Continued from footnote 1) 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.

Content

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. Each vested AOLTIP Unit may be converted, at the election of the holder, into a number of common units of limited partnership interest ("OP Units") in Paramount Group Operating Partnership LP, 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.

(Continued from footnote 1) 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.