Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Paramount Group, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
69924R108 (CUSIP Number) |
Karim Malas Saray Capital (DIFC) Limited Office C406, Burj Daman, DIFC PO Box 507197 Dubai, C0, - 971 4 272 8166 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/08/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 69924R108 |
| 1 |
Name of reporting person
Saray Value Fund SPC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,952,782.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.39 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Calculated based on 221,919,163 shares of the Common Stock outstanding as of November 4, 2025, as reported in Paramount Group, Inc.'s proxy statement on Schedule 14A filed with the Securities Exchange Commission on November 11, 2025.
SCHEDULE 13D
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| CUSIP No. | 69924R108 |
| 1 |
Name of reporting person
Saray Capital (DIFC) Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED ARAB EMIRATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,952,782.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.39 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Calculated based on 221,919,163 shares of the Common Stock outstanding as of November 4, 2025, as reported in Paramount Group, Inc.'s proxy statement on Schedule 14A filed with the Securities Exchange Commission on November 11, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Paramount Group, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1633 Broadway, New York,
NEW YORK
, 10019. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D (this "Amendment") amends the Schedule 13D filed by the Reporting Persons with the SEC on May 20, 2025 (the "Original Schedule 13D"). Capitalized terms used in this Amendment but not otherwise defined herein have the meanings given to them in the Original Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows: On December 8, 2025, Saray Capital delivered to the Board of Directors (the "Board") of the Issuer an offer to purchase all of the Common Stock of the Issuer not owned by the Reporting Persons and their affiliates (the "Proposal"). As disclosed in a Current Report on Form 8-K, filed by the Issuer with the U.S. Securities Exchange Commission on December 10, 2025, the Board has determined the Proposal is not reasonably likely to lead to a "Superior Proposal" for purposes of the Agreement and Plan of Merger, dated as of September 17, 2025, among the Issuer, Paramount Group Operating Partnership LP, Rithm Capital Corp. ("Rithm") and certain Rithm subsidiaries. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Original Schedule 13D is hereby amended and supplemented as follows: The information set forth in or incorporated by reference in Items 2, 3 and 4 and on the cover pages of this Amendment is incorporated by reference in its entirety into this Item 5. As of the date hereof, each Reporting Person may be deemed to be the beneficial owner of 11,952,782 shares of Common Stock, representing approximately 5.39% of the outstanding shares of Common Stock, based on 221,919,163 shares of Common Stock outstanding as of November 4, 2025. Saray SPC has (i) the sole power to vote or direct the vote of zero shares of Common Stock, (ii) the shared power to vote or direct the vote of 11,952,782 shares of Common Stock, (iii) the sole power to dispose or direct the disposition of zero shares of Common Stock and (iv) the shared power to dispose or direct the disposition of 11,952,782 shares of Common Stock. Saray Capital has (i) the sole power to vote or direct the vote of zero shares of Common Stock, (ii) the shared power to vote or direct the vote of 11,952,782 shares of Common Stock, (iii) the sole power to dispose or direct the disposition of zero shares of Common Stock and (iv) the shared power to dispose or direct the disposition of 11,952,782 shares of Common Stock. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 4 of this Amendment is incorporated by reference in its entirety into this Item 6. Except as otherwise provided herein, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any other person with respect to the securities of the Issuer. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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