Sec Form 3 Filing - Berberi Ermelinda @ Paramount Group, Inc. - 2021-02-04

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Berberi Ermelinda 2. Issuer Name and Ticker or Trading Symbol Paramount Group, Inc. [ PGRE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O PARAMOUNT GROUP, INC., 1633 BROADWAY, SUITE 1801 3. Date of Earliest Transaction (MM/DD/YY) 02/04/2021 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common OP Units ( 1 ) ( 1 ) ( 1 ) Common Stock 15,625 D LTIP Units ( 3 ) ( 2 ) ( 2 )( 3 ) Common Stock 5,949 D LTIP Units ( 3 ) ( 4 ) ( 3 )( 4 ) Common Stock 3,532 D LTIP Units ( 3 ) ( 5 ) ( 3 )( 5 ) Common Stock 12,333 D LTIP Units ( 3 ) ( 6 ) ( 3 )( 6 ) Common Stock 14,846 D LTIP Units ( 3 ) ( 7 ) ( 3 )( 7 ) Common Stock 5,386 D LTIP Units ( 3 ) ( 8 ) ( 3 )( 8 ) Common Stock 14,706 D LTIP Units ( 3 ) ( 9 ) ( 3 )( 9 ) Common Stock 6,662 D LTIP Units ( 3 ) ( 10 ) ( 3 )( 10 ) Common Stock 48,544 D LTIP Units ( 3 ) ( 11 ) ( 3 )( 11 ) Common Stock 24,184 D LTIP Units ( 3 ) ( 12 ) ( 3 )( 12 ) Common Stock 5,682 D LTIP Units ( 3 ) ( 13 ) ( 3 )( 13 ) Common Stock 2,920 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Berberi Ermelinda C/O PARAMOUNT GROUP, INC. 1633 BROADWAY, SUITE 1801 NEW YORK, NY10019 See Remarks Signatures /s/ Gage Johnson, as Attorney-In-Fact for Ermelinda Berberi 02/16/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents common units of limited partnership interest ("OP Units") in Paramount Group Operating Partnership LP (the "Operating Partnership"). Each OP 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. These redemption rights have no expiration date. ( 2 )Represents LTIP Units issued pursuant to the Issuer's 2014 Equity Incentive Plan. The LTIP Units vested in four equal installments on each of January 30, 2018, 2019, 2020 and 2021. ( 3 )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 the Operating Partnership. 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. Such OP Units are generally not redeemable 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. ( 4 )Represents LTIP Units earned upon the achievement of the performance hurdles pursuant to the Paramount Group, Inc. 2016 Performance Program under the Issuer's 2014 Equity Incentive Plan. Of the 3,532 LTIP Units, 1,766 LTIP Units vested on January 17, 2020 and the remaining 1,766 LTIP Units vested on December 31, 2020. ( 5 )Represents LTIP Units issued pursuant to the Issuer's 2014 Equity Incentive Plan. Of the 12,333 LTIP Units, 3,083 LTIP Units vested on each of February 15, 2019, 2020 and 2021 and the remaining 3,084 LTIP Units will vest on February 15, 2022, subject to continued employment. ( 6 )Represents LTIP Units issued pursuant to the Issuer's 2014 Equity Incentive Plan. Of the 14,846 LTIP Units, 3,711 LTIP Units vested on February 15, 2020, 3,712 LTIP Units vested on February 15, 2021 and the remaining 7,423 LTIP Units will vest in two equal installments on each of February 15, 2022 and 2023, subject to continued employment. ( 7 )Represents 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. Of the 5,386 LTIP Units, 2,154 LTIP Units vested on each of February 15, 2020 and 2021 and the remaining 1,078 LTIP Units will vest on February 15, 2022, subject to continued employment. ( 8 )Represents LTIP Units issued pursuant to the Issuer's 2014 Equity Incentive Plan. Of the 14,706 LTIP Units, 3,676 LTIP Units vested on February 15, 2021 and the remaining 11,030 LTIP Units will vest in three equal installments on each of February 15, 2022, 2023 and 2024, subject to continued employment. ( 9 )Represents 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. Of the 6,662 LTIP Units, 2,664 LTIP Units vested on February 15, 2021, 2,665 LTIP Units will vest on February 15, 2022 and 1,333 LTIP Units will vest on February 15, 2023, subject to continued employment. ( 10 )Represents LTIP Units issued pursuant to the Issuer's 2014 Equity Incentive Plan. Of the 48,544 LTIP Units, 12,136 LTIP Units vested on February 15, 2021 and the remaining LTIP Units will vest in three equal installments on each of February 15, 2022, 2023 and 2024, subject to continued employment. ( 11 )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, 2022, 2023, 2024 and 2025, subject to continued employment. ( 12 )Represents 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. The LTIP Units vest 40% on February 15, 2022, 40% on February 15, 2023, and 20% on February 15, 2024, subject to continued employment. ( 13 )Represents 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, 2021 and 50% on December 31, 2022, subject to the achievement of performance criteria and continued employment.

Remarks: See Exhibit 24 - Power of Attorney.Senior Vice President, Chief Accounting Officer

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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