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* MatlinPatterson Global Opportunities Partners III LP (Last) (First) (Middle) 520 MADISON AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/24/2008	3. Issuer Name and Ticker or Trading Symbol THORNBURG MORTGAGE INC [ TMA ]
		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	92,892,512	I	See Footnotes(1)(2)(3)(4)(5)(6)

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* 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* MP TMA L.P. (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)

Explanation of Responses:

1. MatlinPatterson Global Opportunities Partners III L.P. holds 100 percent of the ownership interests in MP TMA L.P. (together, the "Reporting Persons"). As of the date hereof, MP TMA L.P. was the direct owner of 92,892,512 shares of common stock, par value $0.01 per share (the "Common Stock"), of Thornburg Mortgage Inc. (the "Issuer"). MatlinPatterson Global Opportunities Partners (Cayman) III L.P. (together with MatlinPatterson Global Opportunities Partners III L.P., the "Funds") holds 100 percent of the ownership interests in MP TMA (Cayman) L.P. MP TMA (Cayman) L.P. was the direct owner of 27,669,300 shares of Common Stock.

2. MatlinPatterson Global Partners III LLC is the general partner of each of the Funds, MP TMA L.P. and MP TMA (Cayman) L.P. and, as a result, has the power to vote or to direct the vote, and to dispose or to direct the disposition, of the shares of Common Stock beneficially owned by MP TMA L.P. and MP TMA (Cayman) L.P. MatlinPatterson Global Advisers LLC (the "Adviser") is the investment adviser to the Funds and, as a result, has the power to vote or to direct the vote, and to dispose or to direct the disposition, of the shares of Common Stock beneficially owned by MP TMA L.P. and MP TMA (Cayman) L.P. MatlinPatterson Asset Management LLC holds 100 percent of the voting interest in and equity of the Adviser and holds 100 percent of the voting interest in MatlinPatterson Global Partners III LLC.

3. MatlinPatterson LLC holds 100 percent of the equity of MatlinPatterson Asset Management LLC. MattinPatterson Global Opportunities Partners III L.P. disclaims beneficial ownership of the shares held by MP TMA L.P. and MP TMA (Cayman) L.P., 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 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose.

4. Effective April 22, 2008, David J. Matlin and Mark R. Patterson were elected as members of the board of directors of the Issuer pursuant to the rights of MP TMA L.P. and MP TMA (Cayman) L.P. and certain of their affiliates (collectively, "MatlinPatterson") in connection with certain financing transactions to designate up to three directors to the board of directors of the Issuer if MatlinPatterson meets certain ownership requirements. MatlinPatterson retains the right to designate a third director at any time during which it meets the relevant ownership requirements. Each of David J. Matlin and Mark R. Patterson is a holder of 50 percent of the membership interests in MatlinPatterson LLC.

5. David J. Matlin and Mark R. Patterson may be deemed to have indirect pecuniary interests in the Common Stock held by MP TMA L.P. and MP TMA (Cayman) L.P. 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.

6. Each of MatlinPatterson Global Partners III LLC, the Adviser, MatlinPatterson Asset Management LLC, MatlinPatterson LLC, David J. Matlin and Mark R. Patterson have made a separate filing pursuant to Section 16. MatlinPatterson Global Opportunities Partners (Cayman) III L.P. and MP TMA (Cayman) L.P. are not required to file under Section 16.

	MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS III L.P., By: MATLINPATTERSON GLOBAL ADVISERS LLC, its Investment Adviser, By: /s/ Lawrence M. Teitelbaum, Authorized Person	12/24/2008
	MP TMA L.P., By: MATLINPATTERSON GLOBAL PARTNERS III LLC, its General Partner, By: /s/ Lawrence M. Teitelbaum, Authorized Person	12/24/2008
	** Signature of Reporting Person	Date
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