ThZeal - The Zeal

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Dembo Timothy Carey

(Last)

(First)

(Middle)

C/O PARAMOUNT GROUP, INC.

1633 BROADWAY

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/29/2025

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,511	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common OP Units	⁽¹⁾	⁽¹⁾	Common Stock	684	⁽¹⁾	D
LTIP Units	⁽²⁾	⁽²⁾⁽³⁾	Common Stock	6,119	⁽³⁾	D
LTIP Units	⁽⁴⁾	⁽³⁾⁽⁴⁾	Common Stock	684	⁽³⁾	D
LTIP Units	⁽⁵⁾	⁽³⁾⁽⁵⁾	Common Stock	11,073	⁽³⁾	D
LTIP Units	⁽⁶⁾	⁽³⁾⁽⁶⁾	Common Stock	53,067	⁽³⁾	D

Explanation of Responses:

1. 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.

2. Represents LTIP Units issued pursuant to the Issuer's Amended and Restated 2014 Equity Incentive Plan (the "2014 Plan"). Of the 6,119 LTIP Units, 4,589 LTIP Units vested in equal installments on each of February 15, 2023, 2024, and 2025. The remaining 1,530 LTIP Units will vest on February 15, 2026, subject to continued employment.

3. 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. 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.

4. Represents the unvested portion of the LTIP Units earned upon the achievement of the performance hurdles pursuant to the Paramount Group, Inc. 2022 Performance Program issued pursuant to the 2014 Plan. These LTIP Units will vest on December 31, 2025, subject to continued employment.

5. Represents LTIP Units issued pursuant to the 2014 Plan. Of the 11,073 LTIP Units, 5,536 LTIP Units vested in equal installments on each of February 15, 2024 and 2025. The remaining 5,537 LTIP Units will vest in two equal installments on each of February 15, 2026 and February 15, 2027, subject to continued employment.

6. Represents LTIP Units issued pursuant to the 2014 Plan. The LTIP Units will vest in two equal installments on each of October 1, 2026 and October 1, 2027, subject to continued employment.

Remarks:

Senior Vice President, General Counsel and Secretary

	/s/ Timothy Dembo	08/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.