December 19, 2025 · Form 4 insider transaction
Berberi Ermelinda sold 15,328 shares of Paramount Group, Inc. at $6.60 per share, a transaction worth $101.2K. The trade was recorded as disposition to the issuer and disclosed on an SEC Form 4, filed 3 days after the transaction.
Pursuant to the Second Amended and Restated Agreement of Limited Partnership of Paramount Group Operating Partnership LP, a Delaware limited partnership and a subsidiary of the Issuer (the "Operating Partnership"), dated as of October 26, 2020 (the "Partnership Agreement"), each LTIP Unit converts automatically into one OP Unit (defined below) on the later to occur of (i) vesting and (ii) the date on which the Book-Up Target (as defined in the Partnership Agreement) for such LTIP Unit becomes zero.; Pursuant to the Agreement and Plan of Merger, dated as of September 17, 2025 (as amended on October 8, 2025, and as may be amended from time to time, the "Merger Agreement"), by and among the Issuer, the Operating Partnership, Rithm Capital Corp., a Delaware corporation ("Parent"), Panorama REIT Merger Sub, Inc., a Maryland corporation and a wholly owned subsidiary of Parent, and Panorama Operating Merger Sub LP, a Delaware limited partnership and a wholly owned subsidiary of Parent, at the Partnership Merger Effective Time (as defined in the Merger Agreement), these securities, comprised of 10,199 LTIP Units granted on January 13, 2022 and 5,129 LTIP Units earned on January 25, 2023 upon the achievement of performance hurdles whose Book-Up Target was not zero (after giving effect to the Partnership Merger (as defined in the Merger Agreement)),; (Continued from footnote 2) were cancelled and converted into the right to receive an amount in cash equal to the Company Merger Consideration (as defined in the Merger Agreement) of $6.60 per share.