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^*

Carroll Bradley

(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
	Officer (give title below)	Other (specify below)

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		10,452,877	D	$0⁽¹⁾	10,452,877	I	By affiliates of Madison⁽²⁾⁽³⁾⁽⁴⁾

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)

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, PKY Masters, LP, Thomas Properties Group, Inc. ("Thomas") and Thomas Properties Group, L.P., pursuant to which each common share of beneficial interest 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.

2. The Reporting Person is a Managing Director at Madison International Realty, LLC, which is an affiliate of Madison International Holdings IV, LLC ("Holdings"), MIRELF IV US Investments AIV LP ("US Investments AIV"), MIRELF IV US Investments II AIV LP ("US Investments II AIV"), MIRELF IV TPGI, LLC ("MIRELF IV TPGI") and MIRELF IV TPGI II, LLC ("MIRELF IV TPGI II").

3. MIRELF IV TPGI owns directly 7,338,023 shares of common stock, par value $0.01 per share ("Common Stock"), of Thomas Properties Group, Inc.(the "Company"). US Investments AIV owns directly 1,482,921 shares of Common Stock and, as the managing member of MIRELF IV TPGI, beneficially owns indirectly 7,338,023 shares of Common Stock. MIRELF IV TPGI II owns directly 1,357,630 shares of Common Stock. US Investments II AIV owns directly 274,303 hares of Common Stock, and as the managing member of MIRELF IV TPGI II, beneficially owns indirectly 1,357,630 shares of Common Stock. Holdings, as general partner of US Investments AIV and US Investments II AIV, beneficially owns indirectly 10,452,877 shares of Common Stock.

4. The Reporting Person disclaims beneficial ownership over the securities held by Holdings, US Investments AIV, US Investments AIV II, MIRELF IV TPGI and MIRELF IV TPGI II, except to the extent of his pecuniary interest herein.

	By: Diana M. Laing, as attorney-in-fact for: [Bradley Carroll]	12/19/2013
	** 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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