X0306 4 2019-01-14 0 0001605607 Paramount Group, Inc. PGRE 0001623940 Behler Albert P. C/O PARAMOUNT GROUP, INC. 1633 BROADWAY, SUITE 1801 NEW YORK NY 10019 1 1 0 0 Chairman, CEO and President LTIP Units 2019-01-14 4 A 0 140702 0.00 A Common Stock 140702 140702 D LTIP Units 2019-01-14 4 A 0 176655 0.00 A Common Stock 176655 176655 D 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, 2020, 2021, 2022 and 2023, 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 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 conversion feature of vested LTIP Units and the redemption rights for OP Units do not have expiration dates. Fully 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. /s/ Gage Johnson as attorney-in-fact for Albert P. Behler 2019-01-18