UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 5 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP |_| Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |_| Form 3 Holdings Reported |_| Form 4 Transactions Reported 1. Name and Address of Reporting Person Marks, Evan M. c/o THCG, Inc. 512 Seventh Avenue New York, New York 10018 2. Issuer Name and Ticker or Trading Symbol THCG, Inc. ("THCG") 3. IRS or Social Security Number of Reporting Person (Voluntary) 4. Statement for Month/Year 12/31/00 5. If Amendment, Date of Original (Month/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) (X) Director ( ) 10% Owner (X) Officer (give title below) ( ) Other (specify below) President and Chief Operating Officer 7. Individual or Joint/Group Reporting (Check Applicable Line) (X) Form filed by One Reporting Person ( ) Form filed by More than One Reporting Person

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. *If form is filed by more than one reporting person, see instruction 4(b)(v). (Over) SEC 2270(7-96) FORM 5 (continued) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

Explanation of Responses: (1) 100,000 of these shares were formerly owned indirectly. (2) These shares are held in trusts for the benefit of the reporting person's children. (3) The options vest in twenty eight quarterly installments commencing on the grant date, or February 1, 2000. (4) The options vest in twelve equal quarterly installments commencing on November 9, 2000. /s/ Evan Marks March 31, 2001 ------------------------------- -------------- **Signature of Reporting Person Date ** 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 provided is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. -2-

THCG INC 5