SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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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. Date of Event Requiring Statement (Month/Day/Year) 06/12/2012	3. Issuer Name and Ticker or Trading Symbol THOMAS PROPERTIES GROUP INC [ TPGI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	10,452,877	I	See Footnotes(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	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. This statement is being filed by Ronald M. Dickerman ("Mr. Dickerman"), 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" and, together with Mr. Dickerman, Holdings, US Investments AIV, US Investments II AIV, MIRELF IV TPGI and MIRELF IV TPGI II, the "Reporting Persons").

2. MIRELF IV TPGI beneficially 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 beneficially 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 beneficially owns directly 1,357,630 shares of Common Stock. US Investments II AIV beneficially owns directly 274,303 shares of Common Stock, and as the managing member of MIRELF IV TPGI II, beneficially owns indirectly 1,357,630 shares of Common Stock of the Company. Holdings, as general partner of US Investments AIV and US Investments II AIV, beneficially owns indirectly 10,452,877 shares of Common Stock. Mr. Dickerman, as managing member of Holdings, beneficially owns indirectly 10,452,877 shares of Common Stock.

3. 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 purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:

	/s/ Ronald M. Dickerman, Authorized Signatory	06/21/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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