PGRE Paramount Group Inc

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	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 * Johnson Gage R.	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) SVP, GC and Secretary
(Last)          (First)          (Middle) C/O PARAMOUNT GROUP, INC., 1633 BROADWAY, SUITE 1801	3. Date of Earliest Transaction (MM/DD/YYYY) 1/25/2023
(Street) NEW YORK, NY 10019 (City)        (State)        (Zip)	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

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LTIP Units (1)	(2)	1/25/2023		A		23067		(1)(2)	(2)	Common Stock	23067	$0.00	23067	D
AOLTIP Units (3)(4)	$6.17	1/25/2023		A		71866		(3)(4)	1/25/2030	Common Stock	71866 (3)(4)	$0.00	71866	D
LTIP Units (5)	(2)	1/25/2023		A		11043		(2)(5)	(2)	Common Stock	11043	$0.00	11043	D
LTIP Units (6)	(2)	1/25/2023		A		17642		(2)(6)	(2)	Common Stock	17642	$0.00	17642	D

Explanation of Responses:
(1)	LTIP Units issued pursuant to the Issuer's Amended and Restated 2014 Equity Incentive Plan. The LTIP Units vest in four equal installments on each of February 15, 2024, 2025, 2026 and 2027, subject to continued employment.
(2)	Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each vested LTIP Unit will be converted automatically into a common unit of limited partnership interest ("OP Unit") in Paramount Group Operating Partnership LP (the "Partnership"). Each OP Unit acquired upon conversion of a vested LTIP Unit may be presented for redemption, 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 may, at its election, acquire each OP Unit so presented for one share of common stock. Such OP Units are generally not redeemable without the consent of the Issuer until two years from the date of the grant. The conversion feature of vested LTIP Units and the redemption rights for OP Units do not have expiration dates.
(3)	AOLTIP Units issued pursuant to the Issuer's Amended and Restated 2014 Equity Incentive Plan. The AOLTIP Units vest in four equal installments on each of February 15, 2024, 2025, 2026 and 2027, subject to continued employment.
(4)	Each vested AOLTIP Unit may be converted, at the election of the holder, into a number of OP Units in the Partnership, determined by the increase in value of a share of the Issuer's common stock at the time of the conversion over its exercise price. Each OP Unit acquired upon conversion of a vested AOLTIP Unit may be presented for redemption, 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 may, at its election, acquire each OP Unit so presented for one share of common stock. AOLTIP Units and the OP Units into which they may be converted generally may not be disposed of without the consent of the Issuer until two years from the date of the grant of the AOLTIP Units. The redemption right for OP Units does not have an expiration date.
(5)	LTIP Units issued pursuant to the Issuer's Amended and Restated 2014 Equity Incentive Plan, in connection with a cash bonus exchange election made by the reporting person. The LTIP units vest 40% on February 15, 2024, 40% on February 15, 2025, and 20% on February 15, 2026, subject to continued employment.
(6)	LTIP Units earned upon the achievement of the performance hurdles pursuant to the 2020 Performance Program. Of the 17,642 LTIP Units, 8,821 LTIP Units vested on January 25, 2023 and the remaining 8,821 LTIP Units will vest on December 31, 2023.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Johnson Gage R. C/O PARAMOUNT GROUP, INC. 1633 BROADWAY, SUITE 1801 NEW YORK, NY 10019			SVP, GC and Secretary

Signatures
/s/ Gage Johnson		1/27/2023
**Signature of Reporting Person		Date

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*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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