0000899243-17-029440.txt : 20171221 0000899243-17-029440.hdr.sgml : 20171221 20171221214407 ACCESSION NUMBER: 0000899243-17-029440 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171218 FILED AS OF DATE: 20171221 DATE AS OF CHANGE: 20171221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brindley Peter R.C. CENTRAL INDEX KEY: 0001726012 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36746 FILM NUMBER: 171271075 MAIL ADDRESS: STREET 1: 1633 BROADWAY, SUITE 1801 CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Paramount Group, Inc. CENTRAL INDEX KEY: 0001605607 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 320439307 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1633 BROADWAY, SUITE 1801 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-237-3100 MAIL ADDRESS: STREET 1: 1633 BROADWAY, SUITE 1801 CITY: NEW YORK STATE: NY ZIP: 10019 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2017-12-18 0 0001605607 Paramount Group, Inc. PGRE 0001726012 Brindley Peter R.C. C/O PARAMOUNT GROUP, INC. 1633 BROADWAY, SUITE 1801 NEW YORK NY 10019 0 1 0 0 EVP, Leasing Common OP Units Common Stock 138446 D LTIP Units Common Stock 18286 D LTIP Units Common Stock 16982 D LTIP Units Common Stock 21416 D LTIP Units Common Stock 7828 D LTIP Units Common Stock 32655 D LTIP Units Common Stock 20548 D LTIP Units Common Stock 16708 D 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 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. Represents LTIP Units issued pursuant to the Issuer's 2014 Equity Incentive Plan. The LTIP Units vest in two equal installments on each of November 24, 2018 and November 24, 2019, subject to continued employment. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each vested LTIP Unit may be converted, at the election of the holder, 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. LTIP Units are generally not convertible without the consent of the Issuer until two years from the date of the grant. The rights to convert vested LTIP Units into OP Units and redeem OP Units do not have expiration dates. Represents LTIP Units issued pursuant to the Issuer's 2014 Equity Incentive Plan. The LTIP Units vest in three equal installments on each of March 18, 2018, March 18, 2019 and March 18, 2020, subject to continued employment. Represents LTIP Units issued pursuant to the Issuer's 2014 Equity Incentive Plan. The LTIP Units vest in four equal installments on each of January 30, 2018, January 30, 2019, January 30, 2020 and January 30, 2021, subject to continued employment. 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 as follows: 40% of the LTIP Units on each of January 30, 2018 and January 30, 2019, and 20% on January 30, 2020, subject to continued employment. Represents LTIP Units issued pursuant to the Paramount Group, Inc. 2015 Performance Program (the "2015 Program"). The LTIP Units granted pursuant to the 2015 Program will vest 50% on the date that performance is determined under the 2015 Program following the conclusion of the three-year performance period ending April 1, 2018, 25% on April 1, 2019 and 25% on April 1, 2020, subject to the achievement of performance criteria and continued employment. Represents LTIP Units issued pursuant to the Paramount Group, Inc. 2016 Performance Program (the "2016 Program"). The LTIP Units granted pursuant to the 2016 Program will vest 50% on the date that performance is determined under the 2016 Program following the conclusion of the three-year performance period ending March 18, 2019 and 50% on March 18, 2020, subject to the achievement of performance criteria and continued employment. Represents LTIP Units issued pursuant to the Paramount Group, Inc. 2017 Performance Program (the "2017 Program"). The LTIP Units granted pursuant to the 2017 Program will vest 50% on the date that performance is determined under the 2017 Program following the conclusion of the three-year performance period ending December 31, 2019 and 50% on December 31, 2020, subject to the achievement of performance criteria and continued employment. See Exhibit 24 - Power of Attorney /s/ Gage Johnson, as Attorney-in-Fact for Peter Brindley 2017-12-21 EX-24 2 attachment1.htm EX-24 DOCUMENT

                           LIMITED POWER OF ATTORNEY
                                      FOR
                             PARAMOUNT GROUP, INC.
                             SECTION 16(a) FILINGS

     Know all by these presents, that the undersigned hereby constitutes and
appoints each of Gage Johnson and Wilbur Paes, signing singly, the undersigned's
true and lawful attorney-in-fact to:

     (1) execute for and on behalf of the undersigned, in the undersigned's
         capacity as an officer, director and/or stockholder of Paramount Group,
         Inc. (the "Company"), Forms ID, 3, 4, and 5 and amendments thereto in
         accordance with Section 16(a) of the Securities Exchange Act of 1934,
         as amended, and the rules thereunder;

     (2) do and perform any and all acts for and on behalf of the undersigned
         which may be necessary or desirable to complete and execute any such
         Form ID, 3, 4, or 5 or amendment thereto and timely file such form with
         the United States Securities and Exchange Commission (the "SEC") and
         any stock exchange or similar authority; and

     (3) take any other action of any type whatsoever which, in the opinion of
         such attorney-in-fact, may be necessary or desirable in connection with
         the foregoing authority, it being understood that the documents
         executed by such attorney-in-fact on behalf of the undersigned
         pursuant to this Power of Attorney shall be in such form and shall
         contain such terms and conditions as such attorney-in-fact may approve.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms ID, 3, 4, and 5 with respect to
the undersigned's holdings of and transactions in securities of the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.  This Power of Attorney may be filed with the SEC
as a confirming statement of the authority granted herein.


     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 20th day of December, 2017.



                                     Signature:  /s/ Peter  R.C. Brindley
                                                 -------------------------------


                                     Print Name: Peter  R.C. Brindley
                                                 -------------------------------