Timothy Carey Dembo - 29 Jul 2025 Form 3 Insider Report for Paramount Group, Inc. (PGRE)

Signature
/s/ Timothy Dembo
Issuer symbol
PGRE
Transactions as of
29 Jul 2025
Net transactions value
$0
Form type
3
Filing time
01 Aug 2025, 16:25:11 UTC
Next filing
22 Dec 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Dembo Timothy Carey Senior Vice President, General Counsel and Secretary C/O PARAMOUNT GROUP, INC., 1633 BROADWAY, NEW YORK /s/ Timothy Dembo 01 Aug 2025 0002075441

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding PGRE Common Stock 2,511 29 Jul 2025 Direct

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
holding PGRE Common OP Units 29 Jul 2025 Common Stock 684 Direct F1
holding PGRE LTIP Units 29 Jul 2025 Common Stock 6,119 Direct F2, F3
holding PGRE LTIP Units 29 Jul 2025 Common Stock 684 Direct F3, F4
holding PGRE LTIP Units 29 Jul 2025 Common Stock 11,073 Direct F3, F5
holding PGRE LTIP Units 29 Jul 2025 Common Stock 53,067 Direct F3, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents common units of limited partnership interest ("OP Units") in Paramount Group Operating Partnership LP (the "Operating Partnership"). Each OP 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. These redemption rights have no expiration date.
F2 Represents LTIP Units issued pursuant to the Issuer's Amended and Restated 2014 Equity Incentive Plan (the "2014 Plan"). Of the 6,119 LTIP Units, 4,589 LTIP Units vested in equal installments on each of February 15, 2023, 2024, and 2025. The remaining 1,530 LTIP Units will vest on February 15, 2026, subject to continued employment.
F3 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 an OP Unit in the Operating 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. LTIP Units are generally not convertible without the consent of the Issuer until two years from the date of the grant. The rights to convert vested LTIP Units into OP Units and redeem OP Units do not have expiration dates.
F4 Represents the unvested portion of the LTIP Units earned upon the achievement of the performance hurdles pursuant to the Paramount Group, Inc. 2022 Performance Program issued pursuant to the 2014 Plan. These LTIP Units will vest on December 31, 2025, subject to continued employment.
F5 Represents LTIP Units issued pursuant to the 2014 Plan. Of the 11,073 LTIP Units, 5,536 LTIP Units vested in equal installments on each of February 15, 2024 and 2025. The remaining 5,537 LTIP Units will vest in two equal installments on each of February 15, 2026 and February 15, 2027, subject to continued employment.
F6 Represents LTIP Units issued pursuant to the 2014 Plan. The LTIP Units will vest in two equal installments on each of October 1, 2026 and October 1, 2027, subject to continued employment.

Remarks:

Senior Vice President, General Counsel and Secretary