Behler Albert P. 4

Accession 0001193125-25-329208

CIK 0001605607other

View on SEC.gov Company Profile

Filed

Dec 21, 7:00 PM ET

Accepted

Dec 22, 8:41 PM ET

Size

40.5 KB

Accession

0001193125-25-329208

Insider Transaction Report

Form 4

Period: 2025-12-19

Paramount Group, Inc.PGRE

Behler Albert P.

DirectorChairman, CEO and President

Transactions

Disposition to Issuer
Common Stock
2025-12-19$6.60/sh−751,812$4,961,959→ 0 total
Disposition to Issuer
Common Stock
2025-12-19$6.60/sh−6,500$42,900→ 0 total(indirect: By Spouse)
Disposition to Issuer
LTIP Units
2025-12-19$6.60/sh−361,274$2,384,408→ 0 total
→ Common Stock (361,274 underlying)
Exercise/Conversion
LTIP Units
2025-12-19−164,763→ 0 total
→ Common Stock (164,763 underlying)
Exercise/Conversion
LTIP Units
2025-12-19−126,640→ 0 total
→ Common Stock (126,640 underlying)
Exercise/Conversion
LTIP Units
2025-12-19−1,037,736→ 0 total
→ Common Stock (1,037,736 underlying)
Exercise/Conversion
AOLTIP Units
2025-12-19−483,486→ 0 total
Exercise: $6.17Exp: 2030-01-25→ Common Stock (483,486 underlying)
Exercise/Conversion
AOLTIP Units
2025-12-19−855,546→ 0 total
Exercise: $6.17Exp: 2030-01-25→ Common Stock (855,546 underlying)
Exercise/Conversion
AOLTIP Units
2025-12-19−685,041→ 0 total
Exercise: $4.43Exp: 2031-03-01→ Common Stock (685,041 underlying)
Exercise/Conversion
Performance-Based AOLTIP Units
2025-12-19−4,460,424→ 0 total
Exercise: $5.12Exp: 2033-09-08→ Common Stock (4,460,424 underlying)
Award
Common OP Units
2025-12-19+724,848→ 7,011,017 total
→ Common Stock (724,848 underlying)
Exercise/Conversion
Common OP Units
2025-12-19+2,641,828→ 9,652,845 total
→ Common Stock (2,641,828 underlying)
Disposition to Issuer
Common OP Units
2025-12-19$6.60/sh−9,652,845$63,708,777→ 0 total
→ Common Stock (9,652,845 underlying)
Disposition to Issuer
Common OP Units
2025-12-19$6.60/sh−209,697$1,384,000→ 0 total(indirect: By LLC)
→ Common Stock (209,697 underlying)
Disposition to Issuer
Common OP Units
2025-12-19$6.60/sh−191,548$1,264,217→ 0 total(indirect: By LLC)
→ Common Stock (191,548 underlying)

Footnotes (15)

[F1]Pursuant to the Agreement and Plan of Merger, dated as of September 17, 2025 (as amended on October 8, 2025, and as may be amended from time to time, the "Merger Agreement"), by and among the Issuer, Paramount Group Operating Partnership LP, a Delaware limited partnership and a subsidiary of the Issuer (the "Operating Partnership"), Rithm Capital Corp., a Delaware corporation ("Parent"), Panorama REIT Merger Sub, Inc., a Maryland corporation and a wholly owned subsidiary of Parent, and Panorama Operating Merger Sub LP, a Delaware limited partnership and a wholly owned subsidiary of Parent, at the Company Merger Effective Time (as defined in the Merger Agreement), these shares of common stock were cancelled and exchanged for the Company Merger Consideration (as defined in the Merger Agreement) of $6.60 per share.
[F10]Pursuant to the Merger Agreement, these securities, comprised of AOLTIP Units granted on September 8, 2023 that were subject to performance-vesting conditions, became fully vested (with all performance goals deemed satisfied at the maximum level of performance) at the Partnership Merger Effective Time. Each such vested AOLTIP Unit converted into OP Units in accordance with the Partnership Agreement based on the increase in value of the Company Merger Consideration of $6.60 over such unit's exercise price.
[F11]Represents common units of limited partnership interest ("OP Units") in the Operating Partnership. Each OP Unit could be presented, 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 could, at its election, acquire each OP Unit so presented for one share of common stock. OP Units are not subject to vesting. These redemption rights did not have an expiration date.
[F12]At the Partnership Merger Effective Time, LTIP Units that were granted on January 25, 2023 and subject to performance-vesting conditions vested to the extent provided in the applicable award agreement, and such vested LTIP Units automatically converted into an equivalent number of OP Units in accordance with the Partnership Agreement.
[F13]Includes 2,628,572 LTIP Units granted on November 24, 2014, 285,714 LTIP Units granted on November 24, 2014, 171,070 LTIP Units granted on March 18, 2016, 116,003 LTIP Units granted on January 30, 2017, 116,280 LTIP Units granted on February 5, 2018, 213,279 LTIP Units granted on February 5, 2018, 176,655 LTIP Units granted on January 14, 2019, 140,702 LTIP Units granted on January 14, 2019, 190,986 LTIP Units granted on January 17, 2020, 38,212 LTIP Units granted on January 17, 2020, and 117,777 LTIP Units granted on January 11, 2021, as well as 117,674 LTIP Units that were earned on January 17, 2020, 236,012 LTIP Units that were earned on January 30, 2024 and 126,639 LTIP Units that were earned on February 7, 2025, in each case upon the achievement of performance hurdles, that were previously automatically converted into OP Units but the conversion of which was not reported on a Form 4.
[F14]Represents the acquisition of OP Units from the conversion of LTIP Units and AOLTIP Units at the Partnership Merger Effective Time as discussed in Footnotes 4-10.
[F15]Pursuant to the Merger Agreement, at the Partnership Merger Effective Time, each outstanding OP Unit was cancelled and exchanged for the Partnership Merger Consideration of $6.60 per unit.
[F2]Pursuant to the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of October 26, 2020 (the "Partnership Agreement"), each LTIP Unit converts automatically into one OP Unit (defined below) on the later to occur of (i) vesting and (ii) the date on which the Book-Up Target (as defined in the Partnership Agreement) for such LTIP Unit becomes zero.
[F3]Pursuant to the Merger Agreement, these securities, comprised of 109,266 LTIP Units granted on January 13, 2022 and 252,008 LTIP Units earned on January 25, 2023 upon the achievement of performance hurdles, in each case whose Book-Up Target was not zero (after giving effect to the Partnership Merger (as defined in the Merger Agreement)), were cancelled and converted into the right to receive an amount in cash equal to the Company Merger Consideration of $6.60 per share.
[F4]At the Partnership Merger Effective Time, these securities, comprised of LTIP Units granted on January 25, 2023 that had vested or were subject to time vesting conditions and became fully vested pursuant to the applicable award agreement and whose Book-Up Target was zero after giving effect to the Partnership Merger, automatically converted into an equivalent number of OP Units in accordance with the Partnership Agreement.
[F5]At the Partnership Merger Effective Time, these securities, comprised of LTIP Units earned on February 7, 2025 upon the achievement of performance hurdles that were subject to time vesting conditions and became fully vested pursuant to the applicable award agreement and whose Book-Up Target was zero after giving effect to the Partnership Merger, automatically converted into an equivalent number of OP Units in accordance with the Partnership Agreement.
[F6]Pursuant to the Merger Agreement, at the Partnership Merger Effective Time, these securities, comprised of LTIP Units granted on September 8, 2023 that were subject to time-vesting and additional holding conditions, became fully vested, all restrictions lapsed, and such securities converted into an equivalent number of OP Units in accordance with the Partnership Agreement.
[F7]At the Partnership Merger Effective Time, each of these securities, comprised of vested AOLTIP Units granted on January 25, 2023, converted into OP Units in accordance with the Partnership Agreement based on the increase in the value of the Company Merger Consideration of $6.60 over such unit's exericse price.
[F8]At the Partnership Merger Effective Time, each of these securities, comprised of AOLTIP Units granted on January 25, 2023 that had vested or were subject to time vesting conditions that became fully vested pursuant to the applicable award agreement, converted into OP Units in accordance with the Partnership Agreement based on the increase in the value of the Company Merger Consideration of $6.60 over such unit's exericse price.
[F9]At the Partnership Merger Effective Time, each of these securities, comprised of vested AOLTIP Units granted on February 29, 2024, converted into OP Units in accordance with the Partnership Agreement based on the increase in the value of the Company Merger Consideration of $6.60 over such unit's exericse price.

Documents

1 file

4
ownership.xmlPrimary
4

Issuer

Paramount Group, Inc.

CIK 0001605607

→

Entity typeother

Related Parties

filerCIK 0001623940

Filing Metadata

Form type: 4
Filed: Dec 21, 7:00 PM ET
Accepted: Dec 22, 8:41 PM ET
Size: 40.5 KB

View on SEC.gov