Gage Johnson - Feb 29, 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: Feb 29, 2024
Transactions value $: $0
Form type: 4
Date filed: 3/4/2024, 05:54 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	LTIP Units	Award	$0	+30.7K		$0.00	30.7K	Feb 29, 2024	Common Stock	30.7K		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 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. The LTIP units vest 40% on February 15, 2025, 40% on February 15, 2026, and 20% on February 15, 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.

Content

LTIP 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. The LTIP units vest 40% on February 15, 2025, 40% on February 15, 2026, and 20% on February 15, 2027, subject to continued employment.

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.