CUSIP No. 884453101
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Page 2 of 10 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Madison International Holdings IV, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)S
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
Not Applicable
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
10,452,877*
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
10,452,877
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON £
10,452,877
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES S
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.7%
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14
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TYPE OF REPORTING PERSON
OO
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*
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By virtue of the Stockholders Agreement (as defined in Item 6) described in this Schedule 13D, the Reporting Person may be deemed to be a member of a “group” with the Thomas Stockholders (as defined in Item 6) with respect to beneficial ownership of other shares of Common Stock beneficially owned by such Thomas Stockholders. The Reporting Person expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any other shares of Common Stock beneficially owned by the Thomas Stockholders. See Item 5.
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CUSIP No. 884453101
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Page 3 of 10 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
MIRELF IV US Investments AIV, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) £
(b) S
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
|
SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
8,820,944*
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
8,820,994
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON £
8,820,944
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES S
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||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
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14
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TYPE OF REPORTING PERSON
PN
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*
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By virtue of the Stockholders Agreement described in this Schedule 13D, the Reporting Person may be deemed to be a member of a “group” with the Thomas Stockholders with respect to beneficial ownership of other shares of Common Stock beneficially owned by such Thomas Stockholders. The Reporting Person expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any other shares of Common Stock beneficially owned by the Thomas Stockholders. See Item 5.
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CUSIP No. 884453101
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Page 4 of 10 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
MIRELF IV US Investments II AIV, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)S
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
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SHARED VOTING POWER
1,631,933*
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
1,631,933
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON £
1,631,933
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES S
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
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14
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TYPE OF REPORTING PERSON
PN
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*
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By virtue of the Stockholders Agreement described in this Schedule 13D, the Reporting Person may be deemed to be a member of a “group” with the Thomas Stockholders with respect to beneficial ownership of other shares of Common Stock beneficially owned by such Thomas Stockholders. The Reporting Person expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any other shares of Common Stock beneficially owned by the Thomas Stockholders. See Item 5.
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CUSIP No. 884453101
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Page 5 of 10 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
MIRELF IV TPGI, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)S
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
7,338,023*
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
7,338,023
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON £
7,338,023
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES S
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0%
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14
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TYPE OF REPORTING PERSON
OO
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*
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By virtue of the Stockholders Agreement described in this Schedule 13D, the Reporting Person may be deemed to be a member of a “group” with the Thomas Stockholders with respect to beneficial ownership of other shares of Common Stock beneficially owned by such Thomas Stockholders. The Reporting Person expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any other shares of Common Stock beneficially owned by the Thomas Stockholders. See Item 5.
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CUSIP No. 884453101
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Page 6 of 10 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
MIRELF IV TPGI II, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)S
|
||
3
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SEC USE ONLY
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||
4
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SOURCE OF FUNDS
AF
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||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
1,357,630*
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9
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SOLE DISPOSITIVE POWER
0
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||
10
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SHARED DISPOSITIVE POWER
1,357,630
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON £
1,357,630
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES S
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
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14
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TYPE OF REPORTING PERSON
OO
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*
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By virtue of the Stockholders Agreement described in this Schedule 13D, the Reporting Person may be deemed to be a member of a “group” with the Thomas Stockholders with respect to beneficial ownership of other shares of Common Stock beneficially owned by such Thomas Stockholders. The Reporting Person expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any other shares of Common Stock beneficially owned by the Thomas Stockholders. See Item 5.
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CUSIP No. 884453101
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Page 7 of 10 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Ronald M. Dickerman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)S
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
Not Applicable
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
10,452,877*
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
10,452,877
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON £
10,452,877
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES S
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.7%
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14
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TYPE OF REPORTING PERSON
IN
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*
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By virtue of the Stockholders Agreement described in this Schedule 13D, the Reporting Person may be deemed to be a member of a “group” with the Thomas Stockholders with respect to beneficial ownership of other shares of Common Stock beneficially owned by such Thomas Stockholders. The Reporting Person expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any other shares of Common Stock beneficially owned by the Thomas Stockholders. See Item 5.
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ITEM 4.
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PURPOSE OF TRANSACTION
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Exhibit 99.5:
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Subscription Agreement by and among MIRELF IV REIT Austin, LLC, Thomas Properties Group, L.P., and TPG Austin Partner, LLC dated September 17, 2012 (filed as Exhibit 2.3 to the Issuer’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 21, 2012 and incorporated herein by reference).
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Exhibit 99.6:
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Operating Agreement of TPG/CalSTRS Austin, LLC dated September 17, 2012 (filed as Exhibit 2.2 to the Issuer’s Current Report on Form 8-K, filed with the SEC on September 21, 2012 and incorporated herein by reference).
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Exhibit 99.7:
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Purchase and Sale Agreement Between TPG-401 Congress REIT LLC, TPG-300 West 6th Street REIT LLC, TPG-San Jacinto Center REIT LLC, TPG-One Congress Plaza REIT LLC, TPG-One American Center REIT LLC, TPG-Park 22 REIT LLC, TPG-Westech 360 REIT LLC, and TPG-Great Hills Plaza REIT LLC as Sellers and TPG/CalSTRS Austin, LLC As Purchaser dated September 18, 2012 (filed as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on September 21, 2012 and incorporated herein by reference).
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Exhibit 99.8: |
Press Release of Thomas Properties Group, Inc. dated September 19, 2012.
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MIRELF IV US INVESTMENTS AIV LP
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MIRELF IV US INVESTMENTS II AIV LP
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By:
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Madison International Holdings IV, LLC,
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By:
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Madison International Holdings IV, LLC,
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its general partner
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its general partner
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By:
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/s/ Ronald Dickerman
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By:
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/s/ Ronald Dickerman
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Ronald Dickerman, Managing Member
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Ronald Dickerman, managing member
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MIRELF IV TPGI, LLC
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MIRELF IV TPGI II, LLC
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By:
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MIRELF IV US Investments AIV LP,
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By:
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MIRELF IV US Investments II AIV LP,
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its managing member
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its managing member
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By:
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Madison International Holdings IV, LLC,
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By:
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Madison International Holdings IV, LLC,
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its general partner
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its general partner
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By:
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/s/ Ronald Dickerman
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By:
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/s/ Ronald Dickerman
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Ronald Dickerman, managing member
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Ronald Dickerman, managing member
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MADISON INTERNATIONAL HOLDINGS IV, LLC
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RONALD DICKERMAN
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By:
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/s/ Ronald Dickerman
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/s/ Ronald Dickerman
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Ronald Dickerman, managing member
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