SEC Form 4 · accession 0000899243-18-003110
Paramount Group, Inc. · PGRE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gage R. Johnson
Officer — SVP, GC and Secretary
Period of report
Feb 5, 2018
Accepted (ET)
Feb 7, 2018 · 5:57 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 | — | Feb 5, 2018 | A | 6,841 | A | — | — | Common Stock | 6,841 | 6,841 | D |
| LTIP UnitsF3,F2 | — | Feb 5, 2018 | A | 20,966 | A | — | — | Common Stock | 20,966 | 20,966 | D |
| LTIP UnitsF4,F2 | — | Feb 5, 2018 | A | 6,343 | A | — | — | Common Stock | 6,343 | 6,343 | D |
Explanation of responses
- F1Represents 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, 2020 and 50% on December 31, 2021, subject to the achievement of performance criteria and continued employment.
- F2Conditioned 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. 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 February 15, 2019, 2020, 2021 and 2022, subject to continued employment.
- F4Fully vested 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.