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*
MatlinPatterson Global Partners III 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 [ THMR ]
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)
03/12/2009
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 03/12/2009 J(1)(2)(3)(4)(5) 30,000,000(1)(2)(3)(4)(5) D $0 90,762,291(1)(2)(3)(4)(5) I See footnote(1)(2)(3)(4)(5)
Common Stock, par value $0.01 per share 03/16/2009 J(1)(2)(3)(4)(5) 90,762,291(1)(2)(3)(4)(5) D $0 0(1)(2)(3)(4)(5) I See footnote(1)(2)(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
1. Name and Address of Reporting Person*
MatlinPatterson Global Partners III 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*
MATLINPATTERSON GLOBAL ADVISERS 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*
MATLINPATTERSON ASSET MANAGEMENT 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*
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*
MatlinPatterson Global Opportunities Partners III LP

(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 L.P.

(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*
MATLIN DAVID J

(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*
PATTERSON MARK R

(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)
Explanation of Responses:
1. On March 12, 2009, (i) MP TMA L.P. surrendered to Thornburg Mortgage, Inc. (the "Issuer") for cancellation 23,114,910 shares of its common stock, par value $0.01 per share (the "Common Stock") and (ii) MP TMA (Cayman) L.P. surrendered to the Issuer for cancellation 6,885,090 shares of Common Stock. Neither MP TMA L.P. nor MP TMA (Cayman) L.P. received any compensation or other consideration in exchange for surrendering the shares of Common Stock. On March 16, 2009, (i) MP TMA L.P. surrendered to the Issuer for cancellation an additional 69,932,071 shares of Common Stock and (ii) MP TMA (Cayman) L.P. surrendered to the Issuer for cancellation an additional 20,830,220 shares of Common Stock. Neither MP TMA L.P. nor MP TMA (Cayman) L.P. received any compensation or other consideration in exchange for surrendering the shares of Common Stock. (cont'd)
2. (cont'd) Following the surrender of shares of Common Stock, each of MP TMA L.P., MatlinPatterson Global Opportunity Partners III L.P., MatlinPatterson Global Partners III LLC, MatlinePatterson Global Advisers LLC, MatlinPatterson Asset Management LLC, MatlinPatterson LLC, David J. Matlin and Mark R. Patterson ceased to be beneficial owners of more than 10% of the Common Stock. MatlinPatterson Global Opportunities Partners III L.P. holds 100 percent of the ownership interests in MP TMA L.P. 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) (cont'd)
3. (cont'd) L.P. 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, had 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, had 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. MatlinPatterson LLC holds 100 percent of the equity of MatlinPatterson Asset Management LLC. David J. Matlin and Mark R. Patterson each is a holder of 50 (cont'd)
4. (cont'd) percent of the membership interests in MatlinPatterson LLC. David J. Matlin and Mark R. Patterson, prior to the disposition of shares of Common Stock on March 16, 2009, could have been deemed to have indirect pecuniary interests in the Common Stock held by MP TMA L.P. and MP TMA (Cayman) L.P. However, their exact pecuniary interests therein were not readily determinable because they were 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. Other than MP TMA L.P. and MP TMA (Cayman) L.P. to the extent each was a direct holder of Common Stock, each of the reporting persons disclaims beneficial ownership of the shares previously held by MP TMA L.P. and MP TMA (Cayman) L.P., except to the extent such reporting person held an indirect pecuniary interest therein, (cont'd)
5. (cont'd) 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.
DAVID J. MATLIN, /s/ Lawrence M. Teitelbaum, as attorney-in-fact for David J. Matlin 03/16/2009
MARK R. PATTERSON, /s/ Lawrence M. Teitelbaum, as attorney-in-fact for Mark R. Patterson 03/16/2009
MATLINPATTERSON GLOBAL PARTNERS III LLC, /s/ Lawrence M. Teitelbaum 03/16/2009
MATLINPATTERSON GLOBAL ADVISERS LLC, /s/ Lawrence M. Teitelbaum, as attorney-in-fact for David J. Matlin, Chief Executive Officer 03/16/2009
MATLINPATTERSON ASSET MANAGEMENT LLC, By: MATLINPATTERSON LLC, its Manager, /s/ Lawrence M. Teitelbaum, as attorney-in-fact for David J. Matlin, Member 03/16/2009
MATLINPATTERSON LLC, /s/ Lawrence M. Teitelbaum, as attorney-in-fact for David J. Matlin, Member 03/16/2009
MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS III L.P., By: MATLINPATTERSON GLOBAL ADVISERS LLC, its Investment Adviser, /s/ Lawrence M. Teitelbaum 03/16/2009
MP TMA L.P., By: MATLINPATTERSON GLOBAL PARTNERS III LLC, its General Partner, /s/ Lawrence M. Teitelbaum 03/16/2009
** 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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