- Amended Statement of Changes in Beneficial Ownership (4/A)
19 Novembre 2008 - 1:53AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
MATLIN DAVID J
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2. Issuer Name
and
Ticker or Trading Symbol
THORNBURG MORTGAGE INC
[
TMA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
520 MADISON AVENUE, 35TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/27/2008
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
10/29/2008
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Class B Warrants
(1)
(2)
(3)
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$0.01
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10/27/2008
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J
(1)
(2)
(3)
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1329305
(4)
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10/27/2008
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3/31/2015
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Common Stock, par value $0.01 per share
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1329305
(4)
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(1)
(2)
(3)
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1329305
(4)
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I
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See footnote
(5)
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Explanation of Responses:
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(
1)
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As previously disclosed on the Form 4 originally filed on October 29, 2008 (the "Form 4"), on March 31, 2008, pursuant to the
Purchase Agreement dated on such date (the "Purchase Agreement"), Thornburg Mortgage Inc. (the "Issuer") raised an aggregate
of $1.15 billion from the sale of Senior Subordinated Secured Notes due 2015 ("Senior Subordinated Notes"), detachable Class
B warrants exercisable for 16,860,705 shares ("Initial Warrants") of the Issuer's common stock, par value $0.01 per share
(the "Common Stock"), and interests in the Principal Participation Agreement, dated March 31, 2008 ("Principal Participation
Agreement"), with MP TMA LLC and MP TMA (Cayman) LLC and their affiliates (collectively, "MatlinPatterson") as the lead
investor. In addition, $200 million was originally placed in escrow by investors, of which approximately $11.4 million was
withdrawn on June 30, 2008 (the "Escrowed Funds"), and the Issuer placed detachable Class B warrants (cont'd)
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(
2)
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(cont'd) exercisable into 2,932,336 shares of Common Stock (the "Escrowed Warrants") (prior to giving effect to any
anti-dilution adjustment) in escrow with the Wilmington Trust Company on behalf of such purchasers. Such transaction is
collectively referred to herein as the "Financing Transaction." Pursuant to the Purchase Agreement, for an aggregate
purchase price of $433.696 million, MP TMA LLC and MP TMA (Cayman) LLC acquired 5,365,882 and 1,598,303, respectively, of
the 16,860,705 Initial Warrants (which have been fully exercised into shares of Common Stock), their respective rights to
receive additional warrants, including the Escrowed Warrants described below, as provided in the Purchase Agreement,
interests in the Principal Participation Agreement, and $475 million aggregate principal amount of Senior Subordinated
Notes.
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(
3)
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On October 1, 2008, due to the failure to satisfy certain conditions in the Purchase Agreement, dated March 31, 2008 (the
"Purchase Agreement"), $188.6 million of Escrowed Funds were released to the escrow subscribers and, in connection with the
release of such funds, the holders of the Senior Subordinated Notes became entitled to receive Escrowed Warrants exercisable
into 3,156,037 shares of Common Stock (as adjusted for anti-dilution protection for the issuance of 2,954,422 shares of
Common Stock to certain holders of Senior Subordinated Notes on October 1, 2008), of which MP TMA LLC and MP TMA (Cayman)
LLC received Escrowed Warrants exercisable into 1,004,389 and 299,171 shares of Common Stock, respectively. Please see the
Form 4 for additional information about the Financing Transaction and the Escrowed Warrants.
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(
4)
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This amendment is being filed solely to revise the number of shares of Common Stock underlying the Escrowed Warrants acquired
by MP TMA LLC and MP TMA (Cayman) LLC on October 27, 2008, as reported on the Form 4, due to an error in the anti-dilution
calculation applied to the Escrowed Warrants. As of October 29, 2008, the date on which the Form 4 was filed, the Escrowed
Warrants acquired by MP TMA LLC and MP TMA (Cayman) LLC would have been exercisable for 1,005,611 and 299,536 shares of
Common Stock, respectively. As of November 17, 2008, after taking into account all anti-dilution adjustments subsequent to
October 27, 2008, the Escrowed Warrants acquired by MP TMA LLC and MP TMA (Cayman) LLC are exercisable for 1,024,225 and
305,080 shares of Common Stock, respectively. All other information in the Form 4 remains valid.
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(
5)
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MP TMA LLC and MP TMA (Cayman) LLC are the direct owners of the Escrowed Warrants held by MatlinPatterson. The other persons
reporting under this amendment are beneficial owners of such Escrowed Warrants. For more information about the relationships
of such other reporting persons with MP TMA LLC and MP TMA (Cayman) LLC, see the Form 4.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MATLIN DAVID J
520 MADISON AVENUE
35TH FLOOR
NEW YORK, NY 10022
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X
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X
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PATTERSON MARK R
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X
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X
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MP TMA LLC
520 MADISON AVENUE
NEW YORK, NY 10022
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X
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MP TMA (Cayman) LLC
520 MADISON AVENUE
NEW YORK, NY 10022
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X
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MatlinPatterson Global Opportunities Partners III LP
520 MADISON AVENUE
NEW YORK, NY 10022
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X
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MatlinPatterson Global Opportunities Partners (Cayman) III LP
520 MADISON AVENUE
NEW YORK, NY 10022
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X
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MatlinPatterson Global Partners III LLC
520 MADISON AVENUE
NEW YORK, NY 10022
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X
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MATLINPATTERSON GLOBAL ADVISERS LLC
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X
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MATLINPATTERSON ASSET MANAGEMENT LLC
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X
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MATLINPATTERSON LLC
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X
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Signatures
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MP TMA LLC /s/ Robert Weiss
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11/18/2008
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**
Signature of Reporting Person
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Date
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MP TMA (CAYMAN) LLC /s/ Robert Weiss
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11/18/2008
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**
Signature of Reporting Person
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Date
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MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS III L.P. /s/ Lawrence M. Teitelbaum
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11/18/2008
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**
Signature of Reporting Person
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Date
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MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS (CAYMAN) III L.P. /s/ Lawrence M. Teitelbaum
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11/18/2008
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**
Signature of Reporting Person
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Date
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MATLINPATTERSON GLOBAL PARTNERS III LLC /s/ Lawrence M. Teitelbaum
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11/18/2008
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**
Signature of Reporting Person
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Date
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MATLINPATTERSON GLOBAL ADVISERS LLC /s/ Robert Weiss, as attorney in fact for David J. Matlin, Chief Executive Officer
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11/18/2008
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**
Signature of Reporting Person
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Date
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MATLINPATTERSON ASSET MANAGEMENT LLC /s/ Robert Weiss, as attorney in fact for David J. Matlin, Member
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11/18/2008
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**
Signature of Reporting Person
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Date
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MATLINPATTERSON LLC /s/ Robert Weiss, as attorney in fact for David J. Matlin, Member
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11/18/2008
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**
Signature of Reporting Person
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Date
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DAVID J. MATLIN /s/ Robert Weiss, as attorney in fact for David J. Matlin
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11/18/2008
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**
Signature of Reporting Person
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Date
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MARK R. PATTERSON /s/ Robert Weiss, as attorney in fact for Mark R. Patterson
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11/18/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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