Form 4: Paramount Group Director's Equity Shifts Post-Merger
Insider Transaction Report
Paramount Group Director Karin Klein reported the disposition of equity units for cash following a merger, alongside conversions of other units into operating partnership units.
Summary
- Karin Klein, a Director of Paramount Group, Inc. (PGRE), reported transactions on December 19, 2025, related to the company's merger with Rithm Capital Corp.
- A total of 25,588 vested LTIP Units, with a non-zero Book-Up Target, were cancelled and converted into cash at $6.60 per share.
- An aggregate of 78,352 vested LTIP Units, with a zero Book-Up Target, automatically converted into an equivalent number of Common OP Units.
- These conversions included 12,769 LTIP Units granted on December 15, 2023, 25,000 LTIP Units granted on May 16, 2024, 15,213 LTIP Units granted on December 16, 2024, and 25,370 LTIP Units granted on May 15, 2025.
- A total of 148,763 Common OP Units were cancelled and exchanged for cash consideration of $6.60 per unit.
- The 148,763 Common OP Units disposed included the 78,352 units newly converted from LTIP Units, as well as 70,411 previously held LTIP Units that had converted to OP Units from grants between May 2016 and May 2023.
Sentiment
Score: 5
Explanation: The filing is a factual report of insider transactions resulting from a merger, with no direct positive or negative implications for the company's operational or financial outlook beyond the merger itself. It represents a standard procedural outcome for equity holders in an acquisition.
Positives
- Director Karin Klein received cash consideration of $6.60 per unit for 25,588 LTIP Units and 148,763 Common OP Units, providing liquidity from her equity holdings.
Negatives
- The director's direct beneficial ownership of derivative securities (LTIP Units and Common OP Units) in Paramount Group, Inc. was reduced to zero following these transactions.
Future Outlook
This filing reports completed transactions resulting from a merger and does not contain forward-looking statements or guidance regarding the company's future performance.
Industry Context
This insider transaction report reflects the finalization of equity conversions and payouts for a director following the previously announced merger of Paramount Group, Inc. with Rithm Capital Corp., a common occurrence in corporate acquisition events.
Related Party Transactions
- The transactions involve a director of the issuer, Karin Klein, disposing of equity units as part of a merger agreement, which is a standard insider transaction reporting requirement.
Stakeholder Impact
- Shareholders: The merger terms, which led to these transactions, would have been previously communicated to shareholders.
- Director (Karin Klein): Her equity holdings in Paramount Group, Inc. have been converted to cash or other units as per the merger agreement, altering her investment profile in the company.
Key Dates
| Date | Description |
|---|---|
| 2016-05-19 | Grant date for 6,317 LTIP Units. |
| 2017-05-18 | Grant date for 7,074 LTIP Units. |
| 2018-05-17 | Grant date for 7,634 LTIP Units. |
| 2019-05-16 | Grant date for 7,524 LTIP Units. |
| 2020-05-19 | Grant date for 14,212 LTIP Units. |
| 2020-10-26 | Date of Second Amended and Restated Agreement of Limited Partnership of Paramount Group Operating Partnership LP. |
| 2021-05-13 | Grant date for 11,731 LTIP Units. |
| 2022-05-12 | Grant date for 13,857 LTIP Units. |
| 2023-05-18 | Grant date for 27,650 LTIP Units. |
| 2023-12-15 | Grant date for 12,769 LTIP Units. |
| 2024-05-16 | Grant date for 25,000 LTIP Units. |
| 2024-12-16 | Grant date for 15,213 LTIP Units. |
| 2025-05-15 | Grant date for 25,370 LTIP Units. |
| 2025-09-17 | Date of Agreement and Plan of Merger between Paramount Group, Inc. and Rithm Capital Corp. |
| 2025-10-08 | Amendment date for the Merger Agreement. |
| 2025-12-19 | Date of earliest transaction reported, coinciding with the Partnership Merger Effective Time. |
| 2025-12-22 | Signature date of the reporting person's attorney-in-fact. |
Keywords
Paramount Group, PGRE, Insider Transaction, Form 4, Merger, LTIP Units, OP Units, Beneficial Ownership, Rithm Capital Corp, Director
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