FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Carroll Bradley 		2. Issuer Name and Ticker or Trading Symbol

THOMAS PROPERTIES GROUP INC [ TPGI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O THOMAS PROPERTIES GROUP, INC., 515 SOUTH FLOWER STREET, SIXTH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/19/2013
(Street)

LOS ANGELES, CA 90071
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

12/19/2013 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   12/19/2013     U    10452877   D $0   (1) 0   I   By affiliates of Madison   (2) (3) (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
( 1)  Disposed of pursuant to an Agreement and Plan Of Merger (the "Merger Agreement"), dated as of September 4, 2013, by and among Parkway Properties, Inc. ("Parkway"), Parkway Properties LP, PKY Masters, LP, Thomas Properties Group, Inc. ("Thomas") and Thomas Properties Group, L.P., pursuant to which each common share of beneficial interest of Thomas was converted into 0.3822 shares of common stock of Parkway and cash payable in lieu of any fractional shares of common stock of Parkway.
( 2)  The Reporting Person is a Managing Director at Madison International Realty, LLC, which is an affiliate of Madison International Holdings IV, LLC ("Holdings"), MIRELF IV US Investments AIV LP ("US Investments AIV"), MIRELF IV US Investments II AIV LP ("US Investments II AIV"), MIRELF IV TPGI, LLC ("MIRELF IV TPGI") and MIRELF IV TPGI II, LLC ("MIRELF IV TPGI II").
( 3)  MIRELF IV TPGI owned directly 7,338,023 shares of common stock, par value $0.01 per share ("Common Stock"), of Thomas. US Investments AIV owned directly 1,482,921 shares of Common Stock and, as the managing member of MIRELF IV TPGI, beneficially owned indirectly 7,338,023 shares of Common Stock. MIRELF IV TPGI II owned directly 1,357,630 shares of Common Stock. US Investments II AIV owned directly 274,303shares of Common Stock, and as the managing member of MIRELF IV TPGI II, beneficially owned indirectly 1,357,630 shares of Common Stock. Holdings, as general partner of US Investments AIV and US Investments II AIV, beneficially owned indirectly 10,452,877 shares of Common Stock.
( 4)  The Reporting Person disclaims beneficial ownership over the securities held by Holdings, US Investments AIV, US Investments AIV II, MIRELF IV TPGI and MIRELF IV TPGI II, except to the extent of his pecuniary interest herein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Carroll Bradley
C/O THOMAS PROPERTIES GROUP, INC.
515 SOUTH FLOWER STREET, SIXTH FLOOR
LOS ANGELES, CA 90071 		X



Signatures
/s/ Bradley Carroll 1/30/2014
** 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.
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Thomas Properties Grp., Inc. (NYSE:TPGI)
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