SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HAGOPIAN B KIPLING

(Last)

(First)

(Middle)

THOMAS WEISEL PARTNERS GROUP, INC.

ONE MONTGOMERY ST., SUITE 3700

(Street)

SAN FRANCISCO

US 94104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Thomas Weisel Partners Group, Inc. [ TWPG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2010		D		30,938	D	$0	0⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options to Buy Common Stock	$6	07/01/2010		D			25,000	⁽²⁾	⁽²⁾	Common Stock	25,000	$0⁽²⁾	18,833	D
Options to Buy Common Stock	$18.09	07/01/2010		D			8,731	⁽²⁾	⁽²⁾	Common Stock	8,731	$0⁽²⁾	10,102	D
Options to Buy Common Stock	$22.7	07/01/2010		D			10,102	⁽²⁾	⁽²⁾	Common Stock	10,102	$0⁽²⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger by and among Stifel Financial Corp., PTAS, Inc., a wholly-owned subsidiary of Stifel Financial Corp. and Thomas Weisel Partners Group, Inc., dated as of April 25, 2010 (as amended, the "Merger Agreement"), each unit of Common Stock was cancelled at the effective time of the merger and converted into the right to receive 0.1364 of a share of Stifel Financial Corp. Common Stock.

2. Pursuant to the Merger Agreement, each outstanding and unexercised option, whether vested or unvested, was converted at the effective time of the merger into the right to acquire a number of shares of Stifel Common Stock equal to the number of shares of TWPG Common Stock subject to such award multiplied by 0.1364, and the exercise price of the award will equal the price per share of TWPG Common Stock applicable to such award divided by the exchange ratio.

	Mark P. Fisher, Attorney-in-Fact	07/02/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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