4//SEC Filing
Bussmann Martin 4
Accession 0001193125-25-329219
CIK 0001605607other
Filed
Dec 21, 7:00 PM ET
Accepted
Dec 22, 8:45 PM ET
Size
17.0 KB
Accession
0001193125-25-329219
Insider Transaction Report
Form 4
Bussmann Martin
Director
Transactions
- Disposition to Issuer
LTIP Units
2025-12-19$6.60/sh−25,588$168,881→ 0 total→ Common Stock (25,588 underlying) - Exercise/Conversion
LTIP Units
2025-12-19−25,000→ 0 total→ Common Stock (25,000 underlying) - Exercise/Conversion
LTIP Units
2025-12-19−25,370→ 0 total→ Common Stock (25,370 underlying) - Exercise/Conversion
Common OP Units
2025-12-19+50,370→ 103,781 total→ Common Stock (50,370 underlying) - Disposition to Issuer
Common OP Units
2025-12-19$6.60/sh−103,781$684,955→ 0 total→ Common Stock (103,781 underlying)
Footnotes (8)
- [F1]Pursuant to the Second Amended and Restated Agreement of Limited Partnership of Paramount Group Operating Partnership LP, a Delaware limited partnership and a subsidiary of the Issuer (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.
- [F2]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, 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 Partnership Merger Effective Time (as defined in the Merger Agreement), these securities, comprised of 11,731 vested LTIP Units granted on May 13, 2021 and 13,857 vested LTIP Units granted on May 12, 2022 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 (as defined in the Merger Agreement) of $6.60 per share.
- [F3]At the Partnership Merger Effective Time, these securities, comprised of vested LTIP Units granted on May 16, 2024 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.
- [F4]At the Partnership Merger Effective Time, these securities, comprised of LTIP Units granted on May 15, 2025 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.
- [F5]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.
- [F6]Represents the acquisition of OP Units from the conversion of LTIP Units at the Partnership Merger Effective Time as discussed in Footnotes 3 and 4.
- [F7]Includes 4,025 LTIP Units granted on May 17, 2018, 7,524 LTIP Units granted on May 16, 2019, 14,212 LTIP Units granted on May 19, 2020, and 27,650 LTIP Units granted on May 18, 2023 that were previously automatically converted into OP Units but the conversion of which was not reported on a Form 4.
- [F8]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.
Documents
Issuer
Paramount Group, Inc.
CIK 0001605607
Entity typeother
Related Parties
1- filerCIK 0001670480
Filing Metadata
- Form type
- 4
- Filed
- Dec 21, 7:00 PM ET
- Accepted
- Dec 22, 8:45 PM ET
- Size
- 17.0 KB