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*
CHS Private Equity V LP

(Last) (First) (Middle)
10 SOUTH WACKER DRIVE, SUITE 3175

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Thermon Group Holdings, Inc. [ THR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/26/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 09/26/2012 S 7,002,682 (1) (2) D $20.9 (3) 2,476,877 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
CHS Private Equity V LP

(Last) (First) (Middle)
10 SOUTH WACKER DRIVE, SUITE 3175

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CHS Management V LP

(Last) (First) (Middle)
10 SOUTH WACKER DRIVE, SUITE 3175

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CHS Capital LLC

(Last) (First) (Middle)
10 SOUTH WACKER DRIVE, SUITE 3175

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
Explanation of Responses:
1. CHS Private Equity V LP sold 7,002,682 shares of common stock of the Issuer. The shares of Issuer common stock owned by CHS Private Equity V LP may be deemed to be beneficially owned by CHS Management V LP, which is the sole general partner of CHS Private Equity V LP, and CHS Capital LLC, which is the sole general partner of CHS Management V LP. The Investment Committee of CHS Capital LLC exercises sole voting and dispositive powers with respect to the shares of common stock of the Issuer held by CHS Private Equity V LP.
2. The members of the Investment Committee are Brian P. Simmons, Daniel J. Hennessy, Thomas J. Formolo, David O. Hawkins and Richard A. Lobo, whom we collectively refer to as the Investment Committee Members. Each of the Investment Committee Members, CHS Management V LP and CHS Capital LLC disclaims beneficial ownership of the shares of common stock of the Issuer by CHS Private Equity V LP, except to the extent of a pecuniary interest therein. The address of each of the Investment Committee Members and each of CHS Management V LP and CHS Capital LLC is c/o CHS Capital LLC, 10 South Wacker Drive, Suite 3175, Chicago, Illinois 60606.
3. Price per share less underwriting discounts and commissions.
Marcus George for CHS PRIVATE EQUITY V LP 09/28/2012
Marcus George for CHS MANAGEMENT V LP 09/28/2012
Marcus George for CHS CAPITAL LLC 09/28/2012
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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