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^*

Thomas James A

(Last)

(First)

(Middle)

C/O THOMAS PROPERTIES GROUP INC.

515 SOUTH FLOWER STREET, SIXTH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
THOMAS PROPERTIES GROUP INC [ TPGI ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2013

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	12/19/2013		U		89,796	D	⁽¹⁾	0	D
Common Stock	12/19/2013		U		10,193	D	⁽¹⁾	0	I	By Rosemary Pastron Trust⁽²⁾
Common Stock	12/19/2013		U		10,386	D	⁽¹⁾	0	I	By Otto Pastron Trust⁽²⁾
Common Stock	12/19/2013		U		807,631	D	⁽¹⁾	0	I	By The Lumbee Clan Trust⁽³⁾
Common Stock	12/19/2013		U		110	D	⁽¹⁾	0	I	By Sarah Bane Trust⁽²⁾
Common Stock	12/19/2013		U		220	D	⁽¹⁾	0	I	By Samantha Bane Trust⁽²⁾
Common Stock	12/19/2013		U		2,814,800	D	⁽¹⁾	0	I	By Thomas Investment Partners, Ltd.⁽⁴⁾
Common Stock	12/19/2013		U		550	D	⁽¹⁾	0	I	By Otto Pastron CUTMA⁽²⁾
Common Stock	12/19/2013		U		200	D	⁽¹⁾	0	I	By 1994 Trust⁽²⁾
Common Stock	12/19/2013		U		666,382	D	⁽¹⁾	0	I	By Thomas-Pastron Family Partnership, L.P.⁽⁴⁾
Limited Voting Stock	12/19/2013		U		3,514,557	D	⁽¹⁾	0	I	By Maguire Thomas Partners - Philadelphia, Ltd.⁽⁴⁾
Limited Voting Stock	12/19/2013		U		3,204,761	D	⁽¹⁾	0	I	By Thomas Investment Partners, Ltd.⁽⁴⁾
Limited Voting Stock	12/19/2013		U		2,308,452	D	⁽¹⁾	0	I	By Maguire Thomas Partners-Commerce Square II, Ltd.⁽⁴⁾
Limited Voting Stock	12/19/2013		U		1,852,818	D	⁽¹⁾	0	I	By The Lumbee Clan Trust⁽³⁾
Limited Voting Stock	12/19/2013		U		629,495	D	⁽¹⁾	0	I	By Thomas Master Investments, LLC⁽⁵⁾
Limited Voting Stock	12/19/2013		U		136,866	D	⁽¹⁾	0	I	By Thomas Partners, Inc.⁽⁶⁾

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)
Phantom Shares	⁽⁷⁾	12/19/2013		U			528,875	⁽⁷⁾	⁽⁷⁾	Common Stock	528,875	⁽⁷⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 4, 2013, by and among Parkway Properties, Inc. ("Parkway"), Parkway Properties LP ("Parkway LP"), PKY Masters, LP, Thomas Properties Group, Inc. ("Thomas") and Thomas Properties Group, L.P., pursuant to which each share of common stock of Thomas was converted into 0.3822 shares of common stock of Parkway and cash payable in lieu of any fractional shares of common stock of Parkway and each share of limited voting stock of Thomas was converted into 0.3822 shares of limited voting stock of Parkway.

2. Securities are held in trust for the benefit of an immediate family member of the reporting person. The reporting person is trustee of such trust. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

3. Securities are held by the Lumbee Clan Trust for which the reporting person serves as trustee and has investment authority and discretion with respect to such securities.

4. Securities are held by the named partnership, which is controlled by the reporting person.

5. Securities are held by the named limited liability company, which is controlled by the reporting person.

6. Securities are held by the named corporation, of which the reporting person is the sole stockholder.

7. The Phantom Shares vested the earlier of (1) ratably over a three year period subject to achievement of certain company and grantee performance criteria, provided that the stockholder approval necessary for the settlement of Phantom Shares in shares of Thomas' stock under the company's existing equity incentive plan has then been obtained, and (2) on the fifth anniversary of the grant date. Each Phantom Share was the economic equivalent of one share of Thomas' common stock. The Phantom Shares were disposed of pursuant to the Merger Agreement pursuant to which each Phantom Share was converted into 0.3822 shares of common stock of Parkway and cash payable in lieu of any fractional shares of common stock of Parkway.

Remarks:

	/s/ James A. Thomas	12/23/2013
	** 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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