Form 4: Paramount Group Officer Sells Equity Post-Merger
Statement of Changes in Beneficial Ownership (Merger-Related)
Timothy Dembo, Senior VP and General Counsel of Paramount Group, reported the cancellation and exchange of his equity holdings for cash following the company's merger with Rithm Capital Corp. at $6.60 per share.
Summary
- Timothy Dembo, Senior Vice President, General Counsel, and Secretary of Paramount Group, Inc. (PGRE), reported changes in his beneficial ownership on December 19, 2025.
- The transactions occurred pursuant to the Agreement and Plan of Merger, dated September 17, 2025 (as amended October 8, 2025), with Rithm Capital Corp.
- Dembo's 2,511 shares of common stock were cancelled and exchanged for the Company Merger Consideration of $6.60 per share.
- Various LTIP Units (6,119, 11,073, 684, and 53,067 units) were either cancelled for cash at $6.60 per unit or converted into Common OP Units.
- A total of 70,207 Common OP Units, including those converted from LTIP Units, were cancelled and exchanged for the Partnership Merger Consideration of $6.60 per unit.
- Following these reported transactions, Dembo beneficially owns 0 shares of common stock and 0 derivative securities.
Sentiment
Score: 6
Explanation: The sentiment is neutral to slightly positive for the reporting person as they received a cash payout for their equity holdings as part of a corporate acquisition. For the company, it marks the end of its independent public trading status, which is a significant event but not inherently positive or negative in this context.
Positives
- The reporting person received a cash consideration of $6.60 per share/unit for all his equity holdings, providing liquidity.
- The merger provided a clear exit strategy for equity holders of Paramount Group, Inc.
Negatives
- Paramount Group, Inc. is no longer an independent publicly traded entity, as its equity has been acquired by Rithm Capital Corp.
- Existing shareholders no longer hold equity in Paramount Group, Inc. following the merger.
Risks
- No specific new risks are mentioned in this Form 4, as it reports a completed transaction. Risks associated with the merger itself would have been disclosed in prior filings.
Future Outlook
The filing reports the completion of the merger, indicating Paramount Group, Inc. is now a subsidiary of Rithm Capital Corp. and its public equity has been exchanged for cash. There are no forward-looking statements regarding the future operations of the acquired entity within this Form 4.
Management Comments
- No direct quotes from management are provided in this Form 4, which is a factual report of a transaction.
Industry Context
This transaction reflects a consolidation within the real estate investment trust (REIT) sector, where larger entities like Rithm Capital Corp. acquire companies to expand their portfolios or strategic reach. Such mergers often occur to achieve economies of scale, diversify assets, or capitalize on market valuations.
Comparison to Industry Standards
- NA. This filing reports a specific insider transaction resulting from a merger, not operational results that can be benchmarked against industry peers or projects.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Senior Vice President, General Counsel and Secretary | Timothy Dembo | Timothy Dembo | NA | No change in role is indicated; the filing reports changes in equity holdings due to the merger. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Merger Completion | The underlying event, the merger agreement (dated September 17, 2025, amended October 8, 2025), represents a significant corporate governance decision leading to the company's acquisition. This Form 4 reports the resulting changes in beneficial ownership for an officer. | 2025-12-19 | The merger resulted in Paramount Group, Inc. becoming a subsidiary of Rithm Capital Corp., fundamentally altering its corporate structure and governance. |
Related Party Transactions
- NA. While the transaction involves an officer's equity, it is a company-wide merger event, not a specific related-party transaction outside the scope of the merger agreement.
Stakeholder Impact
- Shareholders: Received cash consideration of $6.60 per share/unit for their equity, losing their ownership in Paramount Group, Inc.
- Employees (including reporting person): Equity compensation (LTIP Units, OP Units) was converted to cash or exchanged as part of the merger.
Next Steps
- No future actions or milestones for Paramount Group, Inc. as an independent entity are mentioned, given the completion of the merger.
Key Dates
| Date | Description |
|---|---|
| 2020-10-26 | Date of the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership. |
| 2022-01-13 | Grant date of certain LTIP Units. |
| 2023-01-25 | Grant date of certain LTIP Units. |
| 2023-09-08 | Grant date of certain LTIP Units. |
| 2025-02-07 | Date certain LTIP Units were earned upon achievement of performance hurdles. |
| 2025-09-17 | Date of the initial Agreement and Plan of Merger. |
| 2025-10-08 | Date of amendment to the Agreement and Plan of Merger. |
| 2025-12-19 | Date of earliest transaction (Company Merger Effective Time / Partnership Merger Effective Time). |
| 2025-12-22 | Signature date of the reporting person on the Form 4. |
Keywords
Paramount Group, PGRE, Rithm Capital Corp, Merger, Form 4, Beneficial Ownership, Equity Sale, LTIP Units, OP Units, Real Estate Investment Trust, Corporate Acquisition
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.