Paramount Group, Inc. (Form: 4, Received: 12/22/2025 20:57:07)

FORM 4 ☒ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). ☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Dembo Timothy Carey	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	3. Date of Earliest Transaction (MM/DD/YYYY) 12/19/2025
(Street) NEW YORK, NY 10019	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/19/2025		D⁽¹⁾		2,511	D	$6.6 ⁽¹⁾	0	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
LTIP Units	⁽²⁾	12/19/2025		D ⁽³⁾			6,119	⁽²⁾	⁽²⁾	Common Stock	6,119	$6.6 ⁽²⁾	0	D
LTIP Units	⁽²⁾	12/19/2025		M ⁽⁴⁾			11,073	⁽²⁾	⁽²⁾	Common Stock	11,073	$0	0	D
LTIP Units	⁽²⁾	12/19/2025		M ⁽⁵⁾			684	⁽²⁾	⁽²⁾	Common Stock	684	$0	0	D
LTIP Units	⁽²⁾	12/19/2025		M ⁽⁶⁾			53,067	⁽²⁾	⁽²⁾	Common Stock	53,067	$0	0	D
Common OP Units	⁽⁷⁾	12/19/2025		A ⁽⁸⁾		4,699		⁽⁷⁾	⁽⁷⁾	Common Stock	4,699	$0	5,383 ⁽⁹⁾	D
Common OP Units	⁽⁷⁾	12/19/2025		M ⁽¹⁰⁾		64,824		⁽⁷⁾	⁽⁷⁾	Common Stock	64,824	$0	70,207	D
Common OP Units	⁽⁷⁾	12/19/2025		D ⁽¹¹⁾			70,207	⁽⁷⁾	⁽⁷⁾	Common Stock	70,207	$6.6 ⁽¹¹⁾	0	D

Explanation of Responses:
(1)	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, Paramount Group Operating Partnership LP, a Delaware limited partnership and a subsidiary of 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 Company Merger Effective Time (as defined in the Merger Agreement), these shares of common stock were cancelled and exchanged for the Company Merger Consideration (as defined in the Merger Agreement) of $6.60 per share.
(2)	Pursuant to the Second Amended and Restated Agreement of Limited Partnership of 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.
(3)	Pursuant to the Merger Agreement, these securities granted on January 13, 2022 whose Book-Up Target was not zero (after giving effect to the Partnership Merger (as defined in the Merger Agreement)) were cancelled and converted into the right to receive an amount in cash equal to the Company Merger Consideration of $6.60 per share.
(4)	At the Partnership Merger Effective Time, these securities, comprised of LTIP Units granted on January 25, 2023 that had vested or were subject to time vesting conditions and became fully vested pursuant to the applicable award agreement and whose Book-Up Target was zero after giving effect to the Partnership Merger, automatically converted into an equivalent number of OP Units in accordance with the Partnership Agreement.
(5)	At the Partnership Merger Effective Time, these securities, comprised of LTIP Units earned on February 7, 2025 upon the achievement of performance hurdles that were subject to time vesting conditions and became fully vested pursuant to the applicable award agreement and whose Book-Up Target was zero after giving effect to the Partnership Merger, automatically converted into an equivalent number of OP Units in accordance with the Partnership Agreement.
(6)	Pursuant to the Merger Agreement, at the Partnership Merger Effective Time, these securities, comprised of LTIP Units granted on September 8, 2023 that were subject to time-vesting and additional holding conditions, became fully vested, all restrictions lapsed, and such securities converted into an equivalent number of OP Units in accordance with the Partnership Agreement.
(7)	Represents common units of limited partnership interest ("OP Units") in the Operating Partnership. Each OP Unit could be presented, 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 could, at its election, acquire each OP Unit so presented for one share of common stock. OP Units are not subject to vesting. These redemption rights did not have an expiration date.
(8)	At the Partnership Merger Effective Time, LTIP Units that were granted on January 25, 2023 and subject to performance-vesting conditions vested to the extent provided in the applicable award agreement, and such vested LTIP Units automatically converted into an equivalent number of OP Units in accordance with the Partnership Agreement.
(9)	Includes 684 LTIP Units that were earned on February 7, 2025 upon the achievement of performance hurdles that were previously automatically converted into OP Units but the conversion of which was not reported on a Form 4.
(10)	Represents the acquisition of OP Units from the conversion of LTIP Units at the Partnership Merger Effective Time as discussed in Footnotes 4-6.
(11)	Pursuant to the Merger Agreement, at the Partnership Merger Effective Time, each outstanding OP Unit was cancelled and exchanged for the Partnership Merger Consideration of $6.60 per unit.

Remarks:
Senior Vice President, General Counsel and Secretary

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Dembo Timothy Carey C/O PARAMOUNT GROUP, INC. 1633 BROADWAY NEW YORK, NY 10019			See remarks

Signatures
/s/ Timothy Dembo		12/22/2025
^**Signature of Reporting Person		Date

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