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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* Dickerman Ronald (Last) (First) (Middle) 410 PARK AVENUE, 10TH FLOOR (Street) NEW YORK NY 10022 (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) Director X 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) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	12/19/2013		U		10,452,877	D	$0(1)	0	I	See Footnotes(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Dickerman Ronald (Last) (First) (Middle) 410 PARK AVENUE, 10TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Madison International Holdings IV, LLC (Last) (First) (Middle) 410 PARK AVENUE, 10TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MIRELF IV U.S. Investments AIV, LP (Last) (First) (Middle) 410 PARK AVENUE 10TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MIRELF IV U.S. INVESTMENTS II AIV, LP (Last) (First) (Middle) 410 PARK AVENUE 10TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MIRELF IV TPGI, LLC (Last) (First) (Middle) 410 PARK AVENUE 10TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MIRELF IV TPGI II, LLC (Last) (First) (Middle) 410 PARK AVENUE 10TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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 .3822 shares of common stock of Parkway and cash payable in lieu of any fractional shares of common stock of Parkway.

2. This statement is being filed by Ronald Dickerman ("Mr. Dickerman"), Madison International Holdings, LLC ("Holdings"), MIRELF IV US Investments AIV, LP ("US Investments AIV"), MIRELF IV US Investments II AIV, LP ("US Investment II AIV"), MIRELF IV TPGI, LLC ("MIRELF IV TPGI") and MIRELF IV TPGI II, LLC ("MIRELF IV TPGI II" and, together with Mr. Dickerman, Holdings, US Investments AIV, US Investments II AIV, and MIRELF IV TPGI, the "Reporting Persons").

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

4. The Reporting Persons disclaim beneficial ownership of all shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for the purposes of Section 16 of the Securities Exchange Act of a934, as amended, or for any other purpose.

Remarks:

	/s/ Ronald M. Dickerman, Authorized Signatory	01/30/2014
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.