SEC FORM 4

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^*

ALEXANDER GEORGE P

(Last)

(First)

(Middle)

100 THERMON DRIVE

(Street)

SAN MARCOS

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)
	Special Advisor

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2014

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)
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	08/01/2014⁽⁸⁾		M		21,687⁽⁸⁾	A	$0	76,934	D
Common Stock	03/31/2015⁽⁹⁾		F		3,448⁽⁹⁾	D	$23.38⁽⁹⁾	73,486	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 the 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)
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 Units	$0	07/31/2014		A		5,013		⁽¹⁾	⁽¹⁾	Common Stock	5,013	$0	5,013	D
Performance Units	$0	07/31/2014		A		9,567⁽²⁾		⁽²⁾	⁽²⁾	Common Stock	9,567⁽²⁾	$0	9,567⁽²⁾	D
Restricted Stock Units	$0	08/01/2014		M			4,562	⁽³⁾	⁽³⁾	Common Stock	4,562	$0	9,126	D
Restricted Stock Units	$0	08/02/2014		M		4,647		⁽⁴⁾	⁽⁴⁾	Common Stock	4,647	$0	4,647	D
Performance Units	$0	05/20/2015		M			4,647⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	4,647⁽⁵⁾	$0	0	D
Performance Units	$0	05/20/2015		M			4,563⁽⁶⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	5,325⁽⁶⁾	$0	4,563⁽⁶⁾	D
Restricted Stock Units	$0	03/31/2015		M			2,506	⁽¹⁾	⁽¹⁾	Common Stock	2,506	$0	2,507	D
Stock Options (Right to Buy)	$12	10/09/2014		M			2,000	05/04/2014⁽⁷⁾	05/04/2021	Common Stock	2,000	$12	4,000⁽⁷⁾	D

Explanation of Responses:

1. On July 31, 2014, the reporting person was granted a restricted stock unit award that vests in equal installments on March 31, 2015 and 2016.

2. On July 31, 2014, the reporting person was granted 9,567 performance units which will vest in equal installments on March 31, 2015 and 2016. The underlying shares will only be earned if and to the extent that the Issuer achieves certain predetermined total shareholder return goals for the performance period beginning July 31, 2014 through March 31, 2017. No shares will be earned or issued in settlement of the award until the full performance period has elapsed. The actual number of shares that may vest depends on the Issuer's total shareholder return performance relative to a performance index and ranges from 0% below Target performance, 100% at Target performance and 200% at Maximum performance. The number of shares reflected on this filing represents the Target Award.

3. 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.

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

5. On August 2, 2012, the reporting person was granted 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, 2015, the reporting person actually earned 100.0%, or 4,647 shares. The Compensation Committee certified the achievement of the performance goal on May 20, 2015.

6. On August 1, 2013, the reporting person was granted performance units. Of the 4,563 Target shares eligible to be earned based on the Issuer's total shareholder return for the performance period ended March 31, 2015, the reporting person actually earned 116.7%, or 5,325 shares. The Compensation Committee certified the achievement of the performance goal on May 20, 2015.

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

8. Shares acquired on the vesting of 4,647, 4,562 and 2,506 restricted stock units on 8/2/2014, 8/1/2014 and 3/31/2015, respectively and on the vesting of 9,972 performance units on 3/31/2015.

9. 1,267, 1,456 and 725 shares withheld for payment of tax liability on 5/20/2015, 5/20/2015 and 3/31/2015, respectively. The price represents the weighted average market closing price of the shares on the date of vest.

	/s/ George Alexander by Sarah Alexander as attorney-in-fact	06/05/2015
	** Signature of Reporting Person	Date
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