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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* ALEXANDER GEORGE P (Last) (First) (Middle) 100 THERMON DRIVE (Street) SAN MARCOS TX 78666 (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 10% Owner X Officer (give title below) Other (specify below) EVP - Global Sales
	3. Date of Earliest Transaction (Month/Day/Year) 05/19/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/19/2013		M		6,123(1)	A	$0	56,892	D
Common Stock	05/19/2014		F		1,645(2)	D	$22.9	55,247	D
Common Stock								42,252	I	by spouse
Common Stock								42,252	I	by Self, as Trustee for the Bridget Alexander Trust
Common Stock								54,981	I	by George Alexander Trust

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
Performance Units	$0	05/19/2014(3)		M			4,647(3)	(3)	(3)	Common Stock	2,323(3)	$0	4,647	D
Common Stock	$0	05/19/2014(4)		M			4,562(4)	(4)	(4)	Common Stock	3,800(4)	$0	9,126	D
Stock Option (Right to Buy)	$12							(5)	05/04/2021	Common Stock	6,000		6,000	D
Restricted Stock Unit	$0							(6)	(6)	Common Stock	9,294		9,294	D
Restricted Stock Units	$0							(7)	(7)	Common Stock	13,688		13,688	D

Explanation of Responses:

1. Shares acquired on the vesting of performance units for the performance periods ended 3/31/2014.

2. Shares withheld for payment of tax liability.

3. On August 2, 2012, the reporting person was granted 13,941 performance units. Of the 4,647 Target shares eligible to be earned based on the Issuer's total shareholder return for the performance period ended March 31, 2014, the reporting person actually earned 50.0%, or 2,323 shares. The Compensation Committee certified the achievement of the performance goal on May 19, 2014. The remaining 4,647 target shares will be eligible to be earned in the performance period ending March 31, 2015. The actual number of shares that may vest depends on the Issuer's actual performance and ranges from 0% to 200%.

4. On August 1, 2013, the reporting person was granted 13,688 performance units. Of the 4,562 Target shares eligible to be earned based on the Issuer's total shareholder return for the performance period ended March 31, 2014, the reporting person actually earned 83.3%, or 3,800 shares. The Compensation Committee certified the achievement of the performance goal on May 19, 2014. The remaining 9,126 target shares will be eligible to be earned in the performance periods ending March 31, 2015 and 2016. The actual number of shares that may vest depends on the Issuer's actual performance and ranges from 0% to 200%.

5. Options vest in equal annual installments on May 4, 2014, 2015 and 2016.

6. On August 2, 2012, the reporting person was granted a restricted stock unit award that vests in equal annual installments on August 2, 2014 and 2015.

7. On August 1, 2013, the reporting person was granted a restricted stock unit award that vests in equal annual installments on August 1, 2014, 2015 and 2016.

	/s/ George Alexander by Sarah Alexander as attorney-in-fact	05/21/2014
	** 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).
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