SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Berberi Ermelinda

(Last)

(First)

(Middle)

C/O PARAMOUNT GROUP, INC.

1633 BROADWAY, SUITE 1801

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/04/2021

3. Issuer Name and Ticker or Trading Symbol
Paramount Group, Inc. [ PGRE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common OP Units	⁽¹⁾	⁽¹⁾	Common Stock	15,625	⁽¹⁾	D
LTIP Units	⁽²⁾	⁽²⁾⁽³⁾	Common Stock	5,949	⁽³⁾	D
LTIP Units	⁽⁴⁾	⁽³⁾⁽⁴⁾	Common Stock	3,532	⁽³⁾	D
LTIP Units	⁽⁵⁾	⁽³⁾⁽⁵⁾	Common Stock	12,333	⁽³⁾	D
LTIP Units	⁽⁶⁾	⁽³⁾⁽⁶⁾	Common Stock	14,846	⁽³⁾	D
LTIP Units	⁽⁷⁾	⁽³⁾⁽⁷⁾	Common Stock	5,386	⁽³⁾	D
LTIP Units	⁽⁸⁾	⁽³⁾⁽⁸⁾	Common Stock	14,706	⁽³⁾	D
LTIP Units	⁽⁹⁾	⁽³⁾⁽⁹⁾	Common Stock	6,662	⁽³⁾	D
LTIP Units	⁽¹⁰⁾	⁽³⁾⁽¹⁰⁾	Common Stock	48,544	⁽³⁾	D
LTIP Units	⁽¹¹⁾	⁽³⁾⁽¹¹⁾	Common Stock	24,184	⁽³⁾	D
LTIP Units	⁽¹²⁾	⁽³⁾⁽¹²⁾	Common Stock	5,682	⁽³⁾	D
LTIP Units	⁽¹³⁾	⁽³⁾⁽¹³⁾	Common Stock	2,920	⁽³⁾	D

Explanation of Responses:

1. 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.

2. Represents LTIP Units issued pursuant to the Issuer's 2014 Equity Incentive Plan. The LTIP Units vested in four equal installments on each of January 30, 2018, 2019, 2020 and 2021.

3. 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. 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.

4. Represents LTIP Units earned upon the achievement of the performance hurdles pursuant to the Paramount Group, Inc. 2016 Performance Program under the Issuer's 2014 Equity Incentive Plan. Of the 3,532 LTIP Units, 1,766 LTIP Units vested on January 17, 2020 and the remaining 1,766 LTIP Units vested on December 31, 2020.

5. Represents LTIP Units issued pursuant to the Issuer's 2014 Equity Incentive Plan. Of the 12,333 LTIP Units, 3,083 LTIP Units vested on each of February 15, 2019, 2020 and 2021 and the remaining 3,084 LTIP Units will vest on February 15, 2022, subject to continued employment.

6. Represents LTIP Units issued pursuant to the Issuer's 2014 Equity Incentive Plan. Of the 14,846 LTIP Units, 3,711 LTIP Units vested on February 15, 2020, 3,712 LTIP Units vested on February 15, 2021 and the remaining 7,423 LTIP Units will vest in two equal installments on each of February 15, 2022 and 2023, subject to continued employment.

7. Represents LTIP Units issued pursuant to the Issuer's 2014 Equity Incentive Plan in connection with a cash bonus exchange election made by the reporting person. Of the 5,386 LTIP Units, 2,154 LTIP Units vested on each of February 15, 2020 and 2021 and the remaining 1,078 LTIP Units will vest on February 15, 2022, subject to continued employment.

8. Represents LTIP Units issued pursuant to the Issuer's 2014 Equity Incentive Plan. Of the 14,706 LTIP Units, 3,676 LTIP Units vested on February 15, 2021 and the remaining 11,030 LTIP Units will vest in three equal installments on each of February 15, 2022, 2023 and 2024, subject to continued employment.

9. Represents LTIP Units issued pursuant to the Issuer's 2014 Equity Incentive Plan in connection with a cash bonus exchange election made by the reporting person. Of the 6,662 LTIP Units, 2,664 LTIP Units vested on February 15, 2021, 2,665 LTIP Units will vest on February 15, 2022 and 1,333 LTIP Units will vest on February 15, 2023, subject to continued employment.

10. Represents LTIP Units issued pursuant to the Issuer's 2014 Equity Incentive Plan. Of the 48,544 LTIP Units, 12,136 LTIP Units vested on February 15, 2021 and the remaining LTIP Units will vest in three equal installments on each of February 15, 2022, 2023 and 2024, subject to continued employment.

11. Represents LTIP Units issued pursuant to the Issuer's 2014 Equity Incentive Plan. The LTIP Units vest in four equal installments on each of February 15, 2022, 2023, 2024 and 2025, subject to continued employment.

12. Represents LTIP Units issued pursuant to the Issuer's 2014 Equity Incentive Plan in connection with a cash bonus exchange election made by the reporting person. The LTIP Units vest 40% on February 15, 2022, 40% on February 15, 2023, and 20% on February 15, 2024, subject to continued employment.

13. Represents LTIP Units issued pursuant to the Paramount Group, Inc. 2018 Performance Program (the "2018 Program") under the Issuer's 2014 Equity Incentive Plan. The LTIP Units granted pursuant to the 2018 Program will vest 50% on the date that performance is determined under the 2018 Program following the conclusion of the three-year performance period ending December 31, 2021 and 50% on December 31, 2022, subject to the achievement of performance criteria and continued employment.

Remarks:

See Exhibit 24 - Power of Attorney. Senior Vice President, Chief Accounting Officer

	/s/ Gage Johnson, as Attorney-In-Fact for Ermelinda Berberi	02/16/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 3 filed by Ermelinda Berberi