4//SEC Filing
Dembo Timothy Carey 4
Accession 0001193125-25-329241
CIK 0001605607other
Filed
Dec 21, 7:00 PM ET
Accepted
Dec 22, 8:56 PM ET
Size
23.5 KB
Accession
0001193125-25-329241
Insider Transaction Report
Form 4
Dembo Timothy Carey
See Remarks
Transactions
- Disposition to Issuer
Common Stock
2025-12-19$6.60/sh−2,511$16,573→ 0 total - Disposition to Issuer
LTIP Units
2025-12-19$6.60/sh−6,119$40,385→ 0 total→ Common Stock (6,119 underlying) - Exercise/Conversion
LTIP Units
2025-12-19−11,073→ 0 total→ Common Stock (11,073 underlying) - Exercise/Conversion
LTIP Units
2025-12-19−684→ 0 total→ Common Stock (684 underlying) - Exercise/Conversion
LTIP Units
2025-12-19−53,067→ 0 total→ Common Stock (53,067 underlying) - Award
Common OP Units
2025-12-19+4,699→ 5,383 total→ Common Stock (4,699 underlying) - Exercise/Conversion
Common OP Units
2025-12-19+64,824→ 70,207 total→ Common Stock (64,824 underlying) - Disposition to Issuer
Common OP Units
2025-12-19$6.60/sh−70,207$463,366→ 0 total→ Common Stock (70,207 underlying)
Footnotes (11)
- [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]Represents the acquisition of OP Units from the conversion of LTIP Units at the Partnership Merger Effective Time as discussed in Footnotes 4-6.
- [F11]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 granted on January 13, 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 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]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.
- [F8]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.
- [F9]Includes 684 LTIP Units that were earned on February 7, 2025 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.
Documents
Issuer
Paramount Group, Inc.
CIK 0001605607
Entity typeother
Related Parties
1- filerCIK 0002075441
Filing Metadata
- Form type
- 4
- Filed
- Dec 21, 7:00 PM ET
- Accepted
- Dec 22, 8:56 PM ET
- Size
- 23.5 KB