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
	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* MATLINPATTERSON LLC (Last) (First) (Middle) 520 MADISON AVENUE, 35TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol THORNBURG MORTGAGE INC [ TMA ]	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) 04/14/2008
	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	04/14/2008		C		69,641,835	A	(1)(2)	69,641,835	I	See Notes(3)(4)(5)

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
Class B Warrants	$0.01	04/14/2008		C			69,641,835	04/11/2008	03/31/2015	Common Stock, par value $0.01 per share	69,641,835	(1)(2)	0	I	See Notes(3)(4)(5)

1. Name and Address of Reporting Person* MATLINPATTERSON LLC (Last) (First) (Middle) 520 MADISON AVENUE, 35TH 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* MP TMA LLC (Last) (First) (Middle) 520 MADISON AVENUE (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* MP TMA (Cayman) LLC (Last) (First) (Middle) 520 MADISON AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Other

1. Name and Address of Reporting Person* MatlinPatterson Global Opportunities Partners III LP (Last) (First) (Middle) 520 MADISON AVENUE (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* MatlinPatterson Global Opportunities Partners (Cayman) III LP (Last) (First) (Middle) 520 MADISON AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Other

1. Name and Address of Reporting Person* MatlinPatterson Global Partners III LLC (Last) (First) (Middle) 520 MADISON AVENUE (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* MATLINPATTERSON GLOBAL ADVISERS LLC (Last) (First) (Middle) (Street) (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* MATLINPATTERSON ASSET MANAGEMENT LLC (Last) (First) (Middle) (Street) (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* MATLIN DAVID J (Last) (First) (Middle) (Street) (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* PATTERSON MARK R (Last) (First) (Middle) (Street) (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. On March 31, 2008, the Issuer entered into purchase agreements with subscribers, pursuant to which the subscribers, including MP TMA LLC and MP TMA (Cayman) LLC, purchased for an aggregate purchase price of $1.050 billion (1) $1.15 billion principal amount of the Issuer's Senior Subordinated Secured Notes due 2015 and (2) 168,606,549 detachable Class B warrants to purchase a like number of shares of common stock, par value $0.01 per share, of the Issuer for a purchase price of $0.01 per share. For an aggregate purchase price of $433.696 million, MP TMA LLC and MP TMA (Cayman) LLC acquired 53,658,814 and 15,983,021, respectively, of the 168,606,549 warrants and $475 million aggregate principal amount of Issuer's Senior Subordinated Secured Notes due 2015. (See Purchase Agreement, dated as of March 31, 2008, among Thornburg Mortgage, Inc. and the Subscribers party thereto (filed as Exhibit 10.3 to Thornburg Mortgage, Inc's Current Report on Form 8-K/A dated

2. (cont'd) April 4, 2008, and hereby incorporated herein by reference)). On April 14, 2008, MP TMA LLC and MP TMA (Cayman) LLC exercised the warrants held by each of them for an aggregate exercise price of $536,588.14 and $159,830.21, respectively.

3. Each of MP TMA LLC and MP TMA (Cayman) LLC are the direct owners of 53,658,814 and 15,983,021 shares of common stock, par value $0.01 per share, of the Issuer. MatlinPatterson Global Opportunities Partners III L.P. holds 100 percent of the membership interests in MP TMA LLC. MatlinPatterson Global Opportunities Partners (Cayman) III L.P. holds more than 99 percent of the membership interests in MP TMA (Cayman) LLC and MatlinPatterson Global Partners III LLC (the "General Partner") holds the remainder of those membership interests. The General Partner is the general partner of each of MatlinPatterson Global Opportunities Partners III L.P. and MatlinPatterson Global Opportunities Partners (Cayman) III L.P. (collectively, the "Funds"). MatlinPatterson Global Advisers LLC (the "Adviser") is the investment adviser to the Funds. MatlinPatterson Asset Management LLC holds 100 percent of the voting interest in and equity of each of the Adviser and the General Partner.

4. (cont'd) MatlinPatterson LLC holds 100 percent of the equity of MatlinPatterson Asset Management LLC. Other than MP TMA LLC and MP TMA (Cayman) LLC, each of the foregoing reporting persons disclaims beneficial ownership of the shares held by MP TMA LLC and MP TMA (Cayman) LLC, except to the extent such reporting person holds an indirect pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

5. (cont'd) David J. Matlin and Mark R. Patterson each is a holder of 50 percent of the membership interests in MatlinPatterson LLC. David J. Matlin and Mark R. Patterson may be deemed to have shared voting and investment control over the shares of common stock of the Issuer held by MP TMA LLC and MP TMA (Cayman) LLC. They also have indirect pecuniary interests in such shares through their indirect interests in a limited partner which holds an investment interest and carried interest in the Funds. Their exact pecuniary interests therein are not readily determinable because they are subject to several variables, including without limitation, the internal rates of return of the Funds overall and with respect to their indirect investment in the Issuer. David J. Matlin and Mark R. Patterson disclaim beneficial ownership of any of the reported securities except to the extent of their pecuniary interests therein.

Remarks:

See Exhibit 99.1

	MP TMA LLC /s/ Robert Weiss	04/15/2008
	MP TMA (CAYMAN) LLC /s/ Robert Weiss	04/15/2008
	MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS III L.P. /s/ Lawrence M. Teitelbaum	04/15/2008
	MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS (CAYMAN) III L.P. /s/ Lawrence M. Teitelbaum	04/15/2008
	MATLINPATTERSON GLOBAL PARTNERS III LLC /s/ Lawrence M. Teitelbaum	04/15/2008
	MATLINPATTERSON GLOBAL ADVISERS LLC /s/ David J. Matlin	04/15/2008
	MATLINPATTERSON ASSET MANAGEMENT LLC /s/ David J. Matlin	04/15/2008
	MATLINPATTERSON LLC /s/ David J. Matlin	04/15/2008
	DAVID J. MATLIN /s/ David J. Matlin	04/15/2008
	MARK R. PATTERSON /s/ Mark R. Patterson	04/15/2008
	** Signature of Reporting Person	Date
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