X0306 4 2018-05-17 0 0001605607 Paramount Group, Inc. PGRE 0001670481 Klein Karin C/O PARAMOUNT GROUP, INC. 1633 BROADWAY, SUITE 1801 NEW YORK NY 10019 1 0 0 0 LTIP Units 2018-05-17 4 A 0 7634 0.00 A Common Stock 7634 7634 D LTIP Units issued pursuant to the Issuer's 2014 Equity Incentive Plan. The LTIP Units vest on the earlier of (i) one year from the date of grant and (ii) the date of the first annual meeting of stockholders following the grant date, subject to continued services as a director through such date. 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 will generally not be convertible until two years from the date of the grant. The right to redeem OP Units does not have an expiration date. See Exhibit 24 - Power of Attorney /s/ Gage Johnson as attorney-in-fact for Karin Klein 2018-05-21