UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. | Other Events. |
On March 1, 2024, Paramount Group, Inc. (the “Company”) filed with the Securities and Exchange Commission a prospectus supplement (the “Prospectus Supplement”) to its prospectus dated March 1, 2024, which was included in its automatic shelf registration statement on Form S-3 (File No. 333-277583) (the “Registration Statement”). The Prospectus Supplement relates to 4,061,810 shares of the Company’s common stock that may be issued from time to time if, and to the extent that, the holders of an equal number of common units of limited partnership interests (“OP Units”) in Paramount Group Operating Partnership LP present such OP Units for redemption, and the Company exercises its right, in its sole and absolute discretion, to issue shares of its common stock in exchange of some or all OP Units presented for redemption.
An opinion of the Company’s counsel, Goodwin Procter LLP, regarding the legality of the shares of common stock covered by the Prospectus Supplement described above is filed as Exhibit 5.1 hereto and is incorporated herein by reference and into the Registration Statement and Prospectus Supplement.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit Number |
Description | |
5.1 | Opinion of Goodwin Procter LLP regarding the legality of the securities offered | |
23.1 | Consent of Goodwin Procter LLP (included in Exhibit 5.1) | |
104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PARAMOUNT GROUP, INC. | ||
By: | /s/ Gage Johnson | |
Name: | Gage Johnson | |
Title: | Senior Vice President, General Counsel and Secretary |
Date: March 1, 2024