Unassociated Document

UNITED STATES

SECURITIES EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

THOMAS PROPERTIES GROUP, INC.

(Name of Issuer)

Common Stock, $.01 par value per share

(Title of Class of Securities)

884453101

(CUSIP Number)

December 31, 2008

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	[X]	Rule 13d-1(b)
	[ ]	Rule 13d-1(c)
	[ ]	Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Continued on following pages

Page 1 of 9 Pages

CUSIP No.: 884453101

Page 2 of 9 Pages

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). STARWOOD REAL ESTATE SECURITIES, LLC
2.	Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X]
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5. Sole Voting Power	0
		6. Shared Voting Power	2,317,976
		7. Sole Dispositive Power	0
		8. Shared Dispositive Power	2,317,976
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,317,976
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11.	Percent of Class Represented by Amount in Row (9) 9.72% based on 23,853,904 shares outstanding as of November 7, 2008.
12.	Type of Reporting Person: OO; IA

SCHEDULE 13G

CUSIP No.: 884453101

Page 3 of 9 Pages

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). DIRIGO MASTER FUND LTD
2.	Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X]
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5. Sole Voting Power	0
		6. Shared Voting Power	1,811,140
		7. Sole Dispositive Power	0
		8. Shared Dispositive Power	1,811,140
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,811,140
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11.	Percent of Class Represented by Amount in Row (9) 7.59% based on 23,853,904 shares outstanding as of November 7, 2008.
12.	Type of Reporting Person: OO

Page 4 of 9 Pages

Item 1(a).	Name of Issuer:

	Thomas Properties Group, Inc. (the “Issuer”)

Item 1(b).	Address of Issuer’s Principal Executive Offices:

	515 South Flower Street, Sixth Floor Los Angeles, CA 90071

Item 2(a).	Name of Person Filing:

	This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

	i) Starwood Real Estate Securities, LLC (“Starwood”);

	ii) Dirigo Master Fund Ltd (“Dirigo”).

Item 2(b).	Address of Principal Business Office or, if None, Residence

	The address of the principal business office of each of Starwood and Dirigo is 591 West Putnam Avenue Greenwich, CT 06830.

Item 2(c).	Citizenship

	i) Starwood is a Delaware limited liability company; and

	ii) Dirigo is a Delaware corporation.

Item 2(d).	Title of Class of Securities:

	Common Stock, $.01 par value per share (the “Shares”)

Item 2(e).	CUSIP Number:

	884453101

Item 3.	If This Statement is Filed Pursuant to ss.ss.240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

	(e) [X] An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E).

Page 5 of 9 Pages


Item 4.	Ownership:

Item 4(a).	Amount Beneficially Owned:

	As of December 31, 2008:

(a) Starwood may be deemed to be the beneficial owner of 2,317,976 Shares held for the accounts of each of Dirigo, Dirigo Katahdin Master Fund Ltd, Silver Creek SAV, LLC Managed Accounts and LMA SPC-MAP 61 Managed Accounts. This amount includes: A) 1,811,140 Shares held for the account of Dirigo; B) 48,264 Shares held for the account of Dirigo Katahdin Master Fund Ltd; C) 351,191 Shares held for the LMA SPC-MAP 61 Managed Accounts; and D) 107,381 Shares held for the Silver Creek SAV, LLC Managed Accounts. (b) Dirigo may be deemed to be the beneficial owner of 1,811,140 Shares held for its account.

Item 4(b).	Percent of Class:

(a) As of December 31, 2008, the number of Shares Starwood may be deemed to be the beneficial owner of constitutes approximately 9.72% of the 23,853,904 total Shares outstanding (based upon information provided by the Issuer in its most recently filed quarterly report on Form 10-Q, there were 23,853,904 shares outstanding as of November 7, 2008). (b) As of December 31, 2008, the number of Shares Dirigo may be deemed to be the beneficial owner of constitutes approximately 7.59% of the 23,853,904 total number of Shares outstanding (based upon information provided by the Issuer in its most recently filed quarterly report on Form 10-Q, there were 23,853,904 shares outstanding as of November 7, 2008).

Item 4(c).	Number of Shares of which such person has:

Starwood:

(i) Sole power to vote or direct the vote:	0

(ii) Shared power to vote or direct the vote:	2,317,976

(iii) Sole power to dispose or direct the disposition of:	0

(iv) Shared power to dispose or direct the disposition of:	2,317,976

Dirigo:

(i) Sole power to vote or direct the vote:	0

(ii) Shared power to vote or direct the vote:	1,811,140

(iii) Sole power to dispose or direct the disposition of:	0

(iv) Shared power to dispose or direct the disposition of:	1,811,140

Page 6 of 9 Pages

Item 5.	Ownership of Five Percent or Less of a Class:
	This Item 5 is not applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person:
	This Item 6 is not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
	This Item 7 is not applicable.

Item 8.	Identification and Classification of Members of the Group:
	See disclosure in Item 2 hereof.

Item 9.	Notice of Dissolution of Group:
	This Item 9 is not applicable.

Item 10.	Certification:
By signing below each of the Reporting Persons certifies that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 7 of 9 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 17, 2009	STARWOOD REAL ESTATE SECURITIES, L.L.C.

	By:	/s/ Steven N. Gottschalk
	Name:	Steven N. Gottschalk
	Title:	Chief Financial Officer and Chief Compliance Officer

Date: February 17, 2009	DIRIGO MASTER FUND LTD.

	By:	/s/ Steven N. Gottschalk
	Name:	Steven N. Gottschalk
	Title:	Chief Financial Officer and Chief Compliance Officer

Page 8 of 9 Pages

EXHIBIT INDEX

Ex.		Page No.
A	Joint Filing Agreement, dated February 17, 2009 by and among Reporting Persons	9

Page 9 of 9 Pages

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Thomas Properties Group, Inc. dated as of February 17, 2009 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Date: February 17, 2009	DIRIGO MASTER FUND LTD.

	By:	/s/ Steven N. Gottschalk
	Name:	Steven N. Gottschalk
	Title:	Chief Financial Officer and Chief Compliance Officer

Date: February 17, 2009	STARWOOD REAL ESTATE SECURITIES, L.L.C.

	By:	/s/ Steven N. Gottschalk
	Name:	Steven N. Gottschalk
	Title:	Chief Financial Officer and Chief Compliance Officer