SEC Form 4 · accession 0000899243-17-002430
Paramount Group, Inc. · PGRE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Albert P. Behler
Officer — Chairman, CEO and President · Director
Period of report
Jan 30, 2017
Accepted (ET)
Feb 1, 2017 · 8:45 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001605607
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF1,F2 | — | Jan 30, 2017 | A | 154,552 | A | — | — | Common Stock | 154,552 | 154,552 | D |
| LTIP UnitsF3,F2 | — | Jan 30, 2017 | A | 116,003 | A | — | — | Common Stock | 116,003 | 116,003 | D |
| Stock OptionF4 | $16.81 | Jan 30, 2017 | A | 606,344 | A | — | Jan 29, 2027 | Common Stock | 606,344 | 606,344 | D |
Explanation of responses
- F1Represents LTIP Units issued pursuant to the Paramount Group, Inc. 2017 Performance Program (the "2017 Program") under the Issuer's 2014 Equity Incentive Plan. 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. The reporting person will be required to hold earned awards for an additional year following vesting.
- F2Conditioned 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.
- F3LTIP 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, 2019, 2020 and 2021, subject to continued employment.
- F4Stock option issued pursuant to the Issuer's 2014 Equity Incentive Plan in connection with a cash bonus exchange election made by the reporting person. The option vests 40% on January 30, 2018, 40% on January 30, 2019, and 20% on January 30, 2020, subject to continued employment.