Ownership Submission
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FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Behler Albert P.
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2. Issuer Name and Ticker or Trading Symbol
Paramount Group, Inc. [PGRE]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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Chairman, CEO and President /
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(Last)
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(First)
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(Middle)
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C/O PARAMOUNT GROUP, INC. , 1633 BROADWAY, SUITE 1801
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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NEW YORK
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NY
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10019
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Behler Albert P.
C/O PARAMOUNT GROUP, INC.
1633 BROADWAY, SUITE 1801
NEW YORK, NY10019
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X
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Chairman, CEO and President
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Signatures
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/s/ Gage Johnson as attorney-in-fact for Albert P. Behler
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2022-01-18
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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LTIP Units issued pursuant to the Issuer's Amended and Restated 2014 Equity Incentive Plan. The LTIP Units vest in four equal installments on each of February 15, 2023, 2024, 2025 and 2026, subject to continued employment.
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(2)
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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 a common unit of limited partnership interest ("OP Unit") in Paramount Group Operating Partnership LP (the "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.
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(3)
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AOLTIP Units issued pursuant to the Issuer's Amended and Restated 2014 Equity Incentive Plan. The AOLTIP Units vest in four equal installments on each of February 15, 2023, 2024, 2025 and 2026, subject to continued employment.
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(4)
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Each vested AOLTIP Unit may be converted, at the election of the holder, into a number of OP Units in the Partnership, determined by the increase in value of a share of the Issuer's common stock at the time of the conversion over its exercise price. Each OP Unit acquired upon conversion of a vested AOLTIP 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. AOLTIP Units and the OP Units into which they may be converted generally may not be disposed of without the consent of the Issuer until two years from the date of the grant of the AOLTIP Units. The redemption right for OP Units does not have an expiration date.
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(5)
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Fully vested AOLTIP Units issued, pursuant to the Issuer's Amended and Restated 2014 Equity Incentive Plan, in connection with a cash bonus exchange election made by the reporting person.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
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