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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
THORNBURG MORTGAGE INC [ THMR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||||||||||||||
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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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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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). | ||
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. |