Form 4: Director Sells PGRE Units in Merger for $6.60 Cash
Insider Transaction Report
Paramount Group Director Martin Bussmann disposed of derivative securities and received cash consideration of $6.60 per unit as part of a merger transaction.
Summary
- Director Martin Bussmann, a director of Paramount Group, Inc. (PGRE), reported transactions related to a merger with Rithm Capital Corp. on December 19, 2025.
- 25,588 vested LTIP Units, with a non-zero Book-Up Target, were cancelled and converted into cash at $6.60 per unit.
- An additional 25,000 vested LTIP Units and 25,370 time-vesting LTIP Units (totaling 50,370 units), both with a zero Book-Up Target, automatically converted into Common OP Units.
- Subsequently, 103,781 Common OP Units, which included those newly converted and previously unreported conversions, were cancelled and exchanged for cash at $6.60 per unit as part of the merger.
- These transactions resulted in the disposition of all reported derivative securities by Mr. Bussmann in exchange for cash consideration.
Sentiment
Score: 5
Explanation: The filing is a factual report of completed insider transactions due to a merger, providing neutral sentiment regarding the company's ongoing operations or future prospects.
Positives
- Director Martin Bussmann successfully monetized his derivative holdings (LTIP and OP Units) as part of the merger, receiving $6.60 per unit in cash.
- The completion of the merger allowed for the conversion and cash settlement of various equity-linked units held by the director.
Negatives
- Director Martin Bussmann disposed of all his reported derivative securities (LTIP and OP Units) in Paramount Group, Inc., indicating a full exit of these specific holdings.
Future Outlook
This Form 4 filing reports completed insider transactions related to a merger and does not contain forward-looking statements or guidance.
Industry Context
This filing details an insider transaction by a director of Paramount Group, Inc. related to the completion of a merger with Rithm Capital Corp., reflecting the final stages of a corporate acquisition rather than broader industry trends.
Stakeholder Impact
- Shareholders of Paramount Group, Inc. whose shares or units were subject to the merger agreement received cash consideration of $6.60 per share/unit.
Key Dates
| Date | Description |
|---|---|
| 10/26/2020 | Date of the Second Amended and Restated Agreement of Limited Partnership of Paramount Group Operating Partnership LP. |
| 05/13/2021 | Grant date for 11,731 vested LTIP Units. |
| 05/12/2022 | Grant date for 13,857 vested LTIP Units. |
| 05/18/2023 | Grant date for 27,650 LTIP Units previously converted to OP Units. |
| 05/16/2024 | Grant date for 25,000 vested LTIP Units that converted to OP Units. |
| 05/15/2025 | Grant date for 25,370 time-vesting LTIP Units that converted to OP Units. |
| 09/17/2025 | Date of the original Agreement and Plan of Merger between the Issuer, Operating Partnership, Rithm Capital Corp., and its subsidiaries. |
| 10/08/2025 | Date of amendment to the Agreement and Plan of Merger. |
| 12/19/2025 | Earliest transaction date reported for the disposition of derivative securities due to the merger. |
| 12/22/2025 | Signature date of the reporting person's attorney-in-fact. |
Keywords
Paramount Group, PGRE, Form 4, Insider Trading, Director, Merger, LTIP Units, OP Units, Rithm Capital Corp., Beneficial Ownership
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