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) 07/31/2022 | ||||||||||||||||||||||||||
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 |
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(1) | (1) | 07/31/2022 | J(2) | 29,937 | (1) | (1) | Common Stock | 29,937 | $7.85 | 48,986 | I | By ParkProperty Capital, LP | |||
Partnership Units(1) | (1) | 07/31/2022 | J(3) | 48,986 | (1) | (1) | Common Stock | 48,986 | $7.85 | 0 | I | By ParkProperty Capital, LP | |||
Partnership Units(1) | (1) | 07/31/2022 | J(3) | 145,753 | (1) | (1) | Common Stock | 224,933 | $7.85 | 224,933(4) | 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 is redeemable for cash equal to the fair market value of one share of common stock of Paramount Group, Inc. (the "Issuer"), except that the Issuer may, at its election, acquire each OP Unit so presented for one share of common stock of the Issuer. These redemption rights have no expiration date. |
2. On July 31, 2022, ParkProperty Capital, LP (formerly CNBB-RDF Holdings, LP), a limited partnership in which the reporting person has direct and indirect ownership interests ("PPC"), acquired 89,074 OP Units in the Operating Partnership in private transactions from certain individuals, which transactions valued such units at $7.85 per unit, in satisfaction of amounts due under promissory notes previously entered into by such individuals in favor of PPC. |
3. On July 31, 2022, following the transactions described in footnote (2), the reporting person acquired 145,753 OP Units from PPC in a private transaction. |
4. Includes 39,482 OP Units previously acquired by the reporting person upon the automatic conversion of LTIP Units in the Operating Partnership that had been previously granted to the reporting person by the Operating Partnership. Excludes 39,800 LTIP Units in the Operating Partnership currently owned by the reporting person. |
/s/ Thomas Finne, KG CURA Vermogensverwaltung, G.m.b.H & Co., by power of attorney, By: Thomas Finne, For: Katharina Otto-Bernstein | 08/02/2022 | |
** 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. |