SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Paramount Group, Inc. [ PGRE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/27/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.01 per share | 11/27/2019 | J(1) | 16,487 | A | $13.49 | 16,487 | I | By CNBB-RDF Holdings, LP | ||
| Common Stock, par value $0.01 per share | 11/27/2019 | S | 16,487 | D | $13.49 | 0 | I | By CNBB-RDF Holdings, LP | ||
| Common Stock, par value $0.01 per share | 13,656,206 | D | ||||||||
| Common Stock, par value $0.01 per share | 489,289 | I | By AROSA Vermoegensverwaltungsgesellschaft m.b.H. | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Partnership Units(2) | (2) | 11/27/2019 | J(3) | 19,617 | (2) | (2) | Common Stock | 19,617 | $13.49 | 19,617 | I | By CNBB-RDF Holdings, LP | |||
| Partnership Units(2) | (2) | 11/27/2019 | S | 19,617 | (2) | (2) | Common Stock | 19,617 | $13.49 | 0 | I | By CNBB-RDF Holdings, LP | |||
| Explanation of Responses: |
| 1. On November 27, 2019, CNBB-RDF Holdings, LP, a limited partnership in which the reporting person has direct and indirect ownership interests ("CNBB"), acquired 33,363 shares of common stock of Paramount Group, Inc. (the "Issuer") in private transactions from certain individuals, which transactions valued such shares at $13.49 per share, in satisfaction of amounts due under promissory notes previously entered into by such individuals in favor of CNBB. Following such transactions, on November 27, 2019, CNBB sold the 33,363 shares of common stock of the Issuer in a private transaction. |
| 2. Represents common units of limited partnership interest ("OP Units") in Paramount Group Operating Partnership LP (the "Operating Partnership"). Each OP Unit is currently redeemable 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. |
| 3. On November 27, 2019, CNBB acquired 39,698 OP Units in private transactions from certain individuals, which transactions valued such units at $13.49 per unit, in satisfaction of amounts due under promissory notes previously entered into by such individuals in favor or CNBB. Following such transactions, on November 27, 2019, CNBB sold the 39,698 OP Units in a private transaction. |
| /s/ Thomas Finne KG CURA Vermogensverwaltung, G.m.b.H & Co., by power of attorney, By: Thomas Finne, For: Alexander Otto | 11/27/2019 | |
| ** 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 4 (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. | ||