0000899243-18-018737.txt : 20180629 0000899243-18-018737.hdr.sgml : 20180629 20180629163802 ACCESSION NUMBER: 0000899243-18-018737 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180626 FILED AS OF DATE: 20180629 DATE AS OF CHANGE: 20180629 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zobel David CENTRAL INDEX KEY: 0001744696 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36746 FILM NUMBER: 18929741 MAIL ADDRESS: STREET 1: 144 E. 84TH STREET #6D CITY: NEW YORK STATE: NY ZIP: 10028 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Paramount Group, Inc. CENTRAL INDEX KEY: 0001605607 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 320439307 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1633 BROADWAY, SUITE 1801 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-237-3100 MAIL ADDRESS: STREET 1: 1633 BROADWAY, SUITE 1801 CITY: NEW YORK STATE: NY ZIP: 10019 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2018-06-26 0 0001605607 Paramount Group, Inc. PGRE 0001744696 Zobel David C/O PARAMOUNT GROUP, INC. 1633 BROADWAY, SUITE 1801 NEW YORK NY 10019 0 1 0 0 See Remarks Common OP Units Common Stock 86849 D LTIP Units Common Stock 11429 D LTIP Units Common Stock 10063 D LTIP Units Common Stock 19037 D LTIP Units Common Stock 41931 D LTIP Units Common Stock 18265 D LTIP Units Common Stock 14852 D LTIP Units Common Stock 13681 D Represents common units of limited partnership interest ("OP Units") in Paramount Group Operating Partnership LP (the "Operating Partnership"). Each OP Unit is redeemable 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. Represents LTIP Units issued pursuant to the Issuer's 2014 Equity Incentive Plan. The LTIP Units vest in two equal installments on each of November 24, 2018 and November 24, 2019, subject to continued employment. 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 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. Represents LTIP Units issued pursuant to the Issuer's 2014 Equity Incentive Plan. The LTIP Units vest in two equal installments on each of March 18, 2019 and March 18, 2020, subject to continued employment. Represents LTIP Units issued pursuant to the Issuer's 2014 Equity Incentive Plan. 4,759 LTIP Units vested on January 30, 2018 and the remaining LTIP Units vest in three equal installments on each of January 30, 2019, January 30, 2020 and January 30, 2021, subject to continued employment. Represents LTIP 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, February 15, 2020, February 15, 2021 and February 15, 2022, subject to continued employment. Represents LTIP Units issued pursuant to the Paramount Group, Inc. 2016 Performance Program (the "2016 Program"). The LTIP Units granted pursuant to the 2016 Program will vest 50% on the date that performance is determined under the 2016 Program following the conclusion of the three-year performance period ending March 18, 2019 and 50% on March 18, 2020, subject to the achievement of performance criteria and continued employment. Represents LTIP Units issued pursuant to the Paramount Group, Inc. 2017 Performance Program (the "2017 Program"). 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. Represents LTIP Units issued pursuant to the Paramount Group, Inc. 2018 Performance Program (the "2018 Program"). 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. Executive Vice President, Head of Acquisitions See Exhibit 24 - Power of Attorney. /s/ Gage Johnson, as Attorney-in-Fact for David Zobel 2018-06-29 EX-24 2 attachment1.htm EX-24 DOCUMENT

                           LIMITED POWER OF ATTORNEY
                                      FOR
                             PARAMOUNT GROUP, INC.
                             SECTION 16(a) FILINGS

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of Gage Johnson and Wilbur Paes, signing singly, the undersigned's
true and lawful attorney-in-fact to:

        (1)  execute for and on behalf of the undersigned, in the undersigned's
             capacity as an officer, director and/or stockholder of Paramount
             Group, Inc. (the "Company"), Forms ID, 3, 4, and 5 and amendments
             thereto in accordance with Section 16(a) of the Securities Exchange
             Act of 1934, as amended, and the rules thereunder;

        (2)  do and perform any and all acts for and on behalf of the
             undersigned which may be necessary or desirable to complete and
             execute any such Form ID, 3, 4, or 5 or amendment thereto and
             timely file such form with the United States Securities and
             Exchange Commission (the "SEC") and any stock exchange or similar
             authority; and

        (3)  take any other action of any type whatsoever which, in the opinion
             of such attorney-in-fact, may be necessary or desirable in
             connection with the foregoing authority, it being understood that
             the documents executed by such attorney-in- fact on behalf of the
             undersigned pursuant to this Power of Attorney shall be in such
             form and shall contain such terms and conditions as such attorney-
             in-fact may approve.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in- fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms ID, 3, 4, and 5 with respect to
the undersigned's holdings of and transactions in securities of the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.  This Power of Attorney may be filed with the SEC
as a confirming statement of the authority granted herein.


        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 16th day of June, 2018.


                                        Signature:    /s/ David Zobel
                                                      ---------------


                                        Print Name:   David Zobel
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