0000899243-21-006733.txt : 20210216 0000899243-21-006733.hdr.sgml : 20210216 20210216180024 ACCESSION NUMBER: 0000899243-21-006733 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210204 FILED AS OF DATE: 20210216 DATE AS OF CHANGE: 20210216 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Berberi Ermelinda CENTRAL INDEX KEY: 0001842377 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36746 FILM NUMBER: 21641479 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 2021-02-04 0 0001605607 Paramount Group, Inc. PGRE 0001842377 Berberi Ermelinda C/O PARAMOUNT GROUP, INC. 1633 BROADWAY, SUITE 1801 NEW YORK NY 10019 0 1 0 0 See Remarks Common OP Units Common Stock 15625 D LTIP Units Common Stock 5949 D LTIP Units Common Stock 3532 D LTIP Units Common Stock 12333 D LTIP Units Common Stock 14846 D LTIP Units Common Stock 5386 D LTIP Units Common Stock 14706 D LTIP Units Common Stock 6662 D LTIP Units Common Stock 48544 D LTIP Units Common Stock 24184 D LTIP Units Common Stock 5682 D LTIP Units Common Stock 2920 D 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. See Exhibit 24 - Power of Attorney. Senior Vice President, Chief Accounting Officer /s/ Gage Johnson, as Attorney-In-Fact for Ermelinda Berberi 2021-02-16 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                                                      Exhibit 24


                           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 25th day of January, 2021.



                                   Signature:    /s/ Ermelinda Berberi
                                                ------------------------------

                                   Print Name:   Ermelinda Berberi
                                                ------------------------------