SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Conacher Lionel F.

(Last)

(First)

(Middle)

C/O THOMAS WEISEL PARTNERS GROUP, INC.

ONE MONTGOMERY STREET, SUITE 3700

(Street)

SAN FRANCISCO

US 94104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Thomas Weisel Partners Group, Inc. [ TWPG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/12/2010

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								342,981⁽¹⁾⁽²⁾⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽⁴⁾	02/10/2010		A		98,661		⁽⁴⁾	⁽⁴⁾	Common Stock	98,661	$0⁽⁴⁾	433,119	D
Exchangeable Shares	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	1,016,237		1,016,237	D
Options to Buy Common Stock	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	175,000		175,000	D

Explanation of Responses:

1. Includes 240,486 shares held by National Bank Financial in trust for Lionel F. Conacher.

2. Includes 7,500 held in trust for the benefit of Mr. Conacher's children.

3. Excludes 1,016,237 exchangeable shares beneficially owned by Lionel F. Conacher that are exchangeable for 1,016,237 shares of common stock of Thomas Weisel Partners Group, Inc.

4. The Restricted Stock Units will vest in equal installments on the first, second and third anniversaries of the grant date. Each unit represents a right to receive one share of Common Stock or an amount equal to the fair market value of one share of Common Stock on the applicable vesting date. Payment may be made in cash, shares of Common Stock or a combination thereof, in the sole discretion of the Compensation Committee.

5. Issued by TWP Acquisition Company (Canada), Inc., an indirect wholly-owned subsidiary of Thomas Weisel Partners Group, Inc. and are substantially the economic equivalent of shares of common stock of Thomas Weisel Partners Group, Inc. and entitle the holder to one vote per Exchangeable Share on the same basis and in the same circumstances as one corresponding share of common stock of Thomas Weisel Partners Group, Inc. Exchangeable Shares are exchangeable at any time, at the option of the holder on a one-for-one basis for corresponding shares of common stock of Thomas Weisel Partners Group, Inc. Exchangeable Shares are more fully described on page 56 of the Proxy Statement of Thomas Weisel Partners Group, Inc. filed with the SEC on November 7, 2007.

6. Issued in connection with the Relocation Agreement, dated July 27, 2009, by and between Thomas Weisel Partners Group, Inc. and Mr. Conacher.

	Mark P. Fisher, Attorney-in-Fact	02/12/2010
	** 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).
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