SEC FORM 4

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^*

Otto Alexander

(Last)

(First)

(Middle)

KG CURA VERMOGENSVERWALTUNG, G.M.B.H.&CO

WERNER-OTTO-STR. 1-7

(Street)

HAMBURG, GERMANY

D-22179

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2014

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	11/24/2014		J⁽¹⁾		13,624,546	A	⁽¹⁾	13,656,206	D
Common Stock, par value $0.01 per share	11/24/2014		J⁽²⁾		489,289	A	⁽²⁾	489,289	I	See footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On November 24, 2014, in connection with the initial public offering and formation transactions of Paramount Group, Inc., a Maryland corporation (the "Company"), the Reporting Person received an aggregate number of 13,624,546 shares of common stock, par value $0.01 per share ("Common Stock"), of the Company upon (i) the substantially contemporaneous mergers of Arcade Rental Investments 2 LLC, an entity wholly owned by the Reporting Person ("Arcade 2"), and Paramount Group, Inc., a Delaware corporation ("PGI"), with and into the Company, and (ii) the surrender to the Company of all of his equity interests in Arcade 2 and all of his equity interests in PGI. Prior to such mergers and as part of the formation transactions, the predecessor entity of Arcade 2 contributed substantially all of its assets to the Company pursuant to that certain contribution agreement, dated as of November 6, 2014, with the Company and the Reporting Person.

2. On November 24, 2014, in connection with the initial public offering and formation transactions of the Company, AROSA Vermoegensverwaltungsgesellschaft m.b.H., a German limited liability company ("AROSA"), received an aggregate number of 489,289 shares of Common Stock of the Company upon the merger of Arcade Rental Investments LLC ("Arcade 1"), an entity wholly owned by AROSA, with and into the Company and the surrender to the Company of all of its equity interests in Arcade 1. Prior to such merger and as part of the formation transactions, the predecessor entity of Arcade 1 contributed substantially all of its assets to the Company pursuant to that certain contribution agreement, dated as of November 6, 2014, with the Company and AROSA.

3. These securities are owned by AROSA. Mr. Otto is the sole shareholder of AROSA and may be deemed the beneficial owner of the shares of Common Stock of the Company owned by AROSA for Section 16 reporting purposes.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ KG CURA Vermogensverwaltung, G.m.b.H & Co., by power of attorney, By: Thomas Armbrust, For: Alexander Otto	11/26/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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