Mark R. Patterson - May 15, 2025 Form 4 Insider Report for Paramount Group, Inc. (PGRE)

Role: Director
Signature: /s/ Timothy Dembo as attorney-in-fact for Mark Patterson
Stock symbol: PGRE
Transactions as of: May 15, 2025
Transactions value $: $0
Form type: 4
Date filed: 5/19/2025, 04:37 PM
Previous filing: Jan 6, 2025
Next filing: May 22, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Patterson Mark R	Director	C/O PARAMOUNT GROUP, INC., 1633 BROADWAY, NEW YORK	/s/ Timothy Dembo as attorney-in-fact for Mark Patterson	2025-05-19	0001500081

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	+25.4K		$0.00	25.4K	May 15, 2025	Common Stock	25.4K		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 2024 Equity Incentive Plan. The LTIP Units vest on the earlier of (i) one year from the date of grant and (ii) the date of the first annual meeting of stockholders following the grant date, subject to continued service as a director through such date.
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. 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 2024 Equity Incentive Plan. The LTIP Units vest on the earlier of (i) one year from the date of grant and (ii) the date of the first annual meeting of stockholders following the grant date, subject to continued service as a director through such date.

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. 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.

Remarks:

See Exhibit 24 - Power of Attorney