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* BINGHAM RODNEY L (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) X Director 10% Owner X Officer (give title below) Other (specify below) President & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 05/29/2013
	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	05/29/2013		M		3,870(1)	A	$0	3,870	D
Common Stock	05/29/2013		F		1,043(2)	D	$19.8	2,827	D
Common Stock	08/02/2013		M		4,647(3)	A	$0	7,474	D
Common Stock	08/02/2013		F		1,270(2)	D	$20	6,204	D
Common Stock								146,917	I	by R/S Bingham Family Limited Partnership

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	05/29/2013(4)		M			4,647(4)	(4)	(4)	Common Stock	3,870(4)	$0	9,294(4)	D
Restricted Stock Units	$0	08/02/2013		M			4,647	(5)	(5)	Common Stock	4,647	$0	9,294	D
Performance Units	$0	08/01/2013		A		13,688(6)		(6)	(6)	Common Stock	13,688(6)	$0	13,688	D
Restricted Stock Units	$0	08/01/2013		A		13,688		(7)	(7)	Common Stock	13,688	$0	13,688	D
Stock Option (Right to Buy)	$12							05/04/2014(8)	05/04/2021	Common Stock	6,000		6,000	D

Explanation of Responses:

1. Shares acquired on the vesting of 3,870 performance units granted to the reporting person on August 2, 2012.

2. Shares withheld for payment of tax liability.

3. Shares acquired on the vesting of 4,467 restricted stock units granted to the reporting person on August 2, 2012.

4. On August 2, 2012, the reporting person was granted 13,981 performance units. Of the 4,467 Target shares eligible to be earned based on the Company's total shareholder return for the performance period ended March 31, 2013, the reporting person actually earned 83.3%, or 3,870 shares. The Compensation Committee certified the achievement of the performance goal on May 29, 2013. The remaining 9,294 Target shares will be eligible to be earned in the performance periods ending March 31, 2014 and March 31, 2015. The actual number of shares that may vest depends on the Issuer's performance and ranges from 0% to 200% of Target.

5. On August 2, 2012, the reporting person was granted 13,981 restricted stock units, which vest in equal annual installments on August 2, 2013, 2014 and 2015.

6. On August 1, 2013, the reporting person was granted 13,688 performance units which will vest in annual installments on March 31, 2014, 2015 and 2016 only upon the Issuer's achievement of predetermined total shareholder return goals. The number of shares reflected on this filing represents the Target Award. The actual number of shares that may vest depends on the Issuer's actual performance relative to its peer group and ranges from 0% below Threshold performance, 50% at Threshold performance, 100% at Target performance and 200% at Maximum performance.

7. On August 1, 2013, the reporting person was granted 13,688 restricted stock units which vest in equal annual installments on the first, second and third anniversaries of the grant date.

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

	/s/ Rodney Bingham by Sarah Alexander as attorney-in-fact	08/06/2013
	** Signature of Reporting Person	Date
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