TMST Inc. (fka THMRQ)

[rozzy]

Item 3.02 Unregistered Sales of Equity Securities.

Pursuant to an exchange agreement dated February 18, 2009, Thornburg Mortgage, Inc. (the “Company”) agreed to exchange $2,500,000 aggregate principal amount of the Company’s Senior Subordinated Secured Notes due 2015 (the “Notes”) for 4,500,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”) from certain holders of the Notes. The Shares were issued on or about February 18, 2009. After giving effect to the issuances in the exchanges, there were approximately 508,739,904 shares outstanding.

The Company issued the Shares pursuant to the exemption from the registration requirements afforded by Section 3(a)(9) of the Securities Act of 1933, as amended.



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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




THORNBURG MORTGAGE, INC.

Date: February 20, 2009 By: /s/ Larry Goldstone

Larry Goldstone, Chief Executive Officer and President

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