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^*

VAN DER SALM JOHANNES RENE

(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)
	SVP - Operations

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⁽⁸⁾	08/01/2014⁽⁸⁾		M		11,264⁽⁸⁾	A	$0	176,877	D
Common Stock⁽⁹⁾	05/20/2015		F		1,629	A	$23.2	175,248	D
Common Stock	03/05/2015		S		9,000	D	$24.58	166,248	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)
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		4,444		⁽¹⁾	⁽¹⁾	Common Stock	4,444	$0	4,444	D
Performance Units	$0	07/31/2014		A		8,480⁽²⁾		⁽²⁾	⁽²⁾	Common Stock	8,480⁽²⁾	$0	8,480⁽²⁾	D
Restricted Stock Units	$0	08/01/2014		M			2,696	⁽³⁾	⁽³⁾	Common Stock	2,696	$0	5,393	D
Restricted Stock Units	$0	08/02/2014		M			2,711	⁽⁴⁾	⁽⁴⁾	Common Stock	2,711	$0	2,711	D
Performance Units	$0	05/20/2015		M			2,711⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	2,711⁽⁵⁾	$0	2,711⁽⁵⁾	D
Performance Units	$0	05/20/2015		M			2,696⁽⁶⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	3,146⁽⁶⁾	$0	2,697⁽⁶⁾	D
Stock Options (Right to Buy)	$12							05/04/2012⁽⁷⁾	05/04/2021	Common Stock	5,000		5,000	D

Explanation of Responses:

1. On July 31, 2014, the reporting person was granted a restricted stock unit award that vests in equal annual installments on July 31, 2015, 2016 and 2017.

2. On July 31, 2014, the reporting person was granted 8,480 performance units which will vest on March 31, 2017. 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 2,711 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 2,711 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 2,696 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 3,146 shares. The Compensation Committee certified the achievement of the performance goal on May 20, 2015.

7. Options vest and become exercisable in equal annual installments on May 4, 2012, 2013, 2014, 2015 and 2016.

8. Shares acquired on the vesting of 2,711 and 2,696 restricted stock units on 8/2/2014 and 8/1/2014, respectively, and on the vesting of 5,857 performance units on 3/31/2015.

9. Shares withheld for payment of tax liability on the performance units vested on 3/31/2015 and issued on 5/20/2015.

	/s/ Johannes vanderSalm by Sarah Alexander as attorney-in-fact	06/05/2014
	** Signature of Reporting Person	Date
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