8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 1, 2024

Paramount Group, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland

001-36746

32-0439307

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1633 Broadway

New York, New York

10019

(Address of Principal Executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 237-3100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class

Trading
Symbol

Name of each exchange

on which registered

Common stock of Paramount Group, Inc., $0.01 par value per share

PGRE

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.

Other Events.

On March 1, 2024, Paramount Group, Inc. (the “Company”) filed with the Securities and Exchange Commission a prospectus supplement (the “Prospectus Supplement”) to its prospectus dated March 1, 2024, which was included in its automatic shelf registration statement on Form S-3 (File No. 333-277583) (the “Registration Statement”). The Prospectus Supplement relates to 4,061,810 shares of the Company’s common stock that may be issued from time to time if, and to the extent that, the holders of an equal number of common units of limited partnership interests (“OP Units”) in Paramount Group Operating Partnership LP present such OP Units for redemption, and the Company exercises its right, in its sole and absolute discretion, to issue shares of its common stock in exchange of some or all OP Units presented for redemption.

An opinion of the Company’s counsel, Goodwin Procter LLP, regarding the legality of the shares of common stock covered by the Prospectus Supplement described above is filed as Exhibit 5.1 hereto and is incorporated herein by reference and into the Registration Statement and Prospectus Supplement.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:


Exhibit Number		Description

5.1		Opinion of Goodwin Procter LLP regarding the legality of the securities offered

23.1		Consent of Goodwin Procter LLP (included in Exhibit 5.1)

104		Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


PARAMOUNT GROUP, INC.

By:		/s/ Gage Johnson
Name:		Gage Johnson
Title:		Senior Vice President, General Counsel and Secretary

Date: March 1, 2024

SEC Form 8-K filed by Paramount Group Inc.