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^*

Reitler Eric

(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 - Global Sales & Marketing

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2015

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	07/31/2015		M		455⁽¹⁾	A	$0	1,590	D
Common Stock	07/31/2015		F		124⁽²⁾	D	$24.13	1,466	D
Common Stock	08/01/2015		M		249⁽¹⁾	A	$0	1,715	D
Common Stock	08/01/2015		F		68⁽²⁾	D	$24.13	1,647	D
Common Stock	08/02/2015		M		117⁽¹⁾	A	$0	1,764	D
Common Stock	08/02/2015		F		31⁽²⁾	D	$24.13	1,733	D
Common Stock	09/03/2015		M		1,196⁽¹⁾	A	$0	2,929	D
Common Stock	09/03/2015		F		327⁽²⁾	D	$21.91	2,602	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	$0.0	07/30/2015		A		4,132		07/30/2016⁽³⁾	07/30/2018⁽³⁾	Common Stock	4,132	$0	4,132	D
Performance Units	$0.0	07/30/2015		A		8,340		03/31/2018⁽⁴⁾	03/31/2018⁽⁴⁾	Common Stock	8,340⁽⁴⁾	$0	8,340⁽⁴⁾	D
Restricted Stock Units	$0.0	07/31/2015		M			455	07/31/2015⁽⁵⁾	07/31/2017⁽⁵⁾	Common Stock	455	$0	912	D
Restricted Stock Units	$0.0	08/01/2015		M			249	08/01/2014⁽⁶⁾	08/01/2016⁽⁶⁾	Common Stock	249	$0	249	D
Restricted Stock Units	$0.0	08/02/2015		M			117	08/02/2013⁽⁷⁾	08/02/2015⁽⁷⁾	Common Stock	117	$0	0	D
Restricted Stock Units	$0.0	09/03/2015		M			1,196	09/03/2014⁽⁸⁾	09/03/2016⁽⁸⁾	Common Stock	1,196	$0	1,196	D
Performance Units	$0.0							03/31/2017⁽⁹⁾	03/31/2017⁽⁹⁾	Common Stock	2,609⁽⁹⁾		2,609⁽⁹⁾	D
Stock Option (Right to Buy)	$21.52							08/02/2013⁽¹⁰⁾	08/02/2022	Common Stock	558		558	D
Stock Option (Right to Buy)	$12							05/04/2012⁽¹¹⁾	05/04/2021	Common Stock	500		500	D

Explanation of Responses:

1. Each restricted stock unit represents the right to receive, at settlement, one share of common stock. This transaction represents the settlement of vested restricted stock units in shares of common stock.

2. Shares withheld by Issuer to satisfy applicable withholding tax upon vesting of restricted stock units.

3. On July 30, 2015, the reporting person was granted a restricted stock unit award vesting in equal annual installments on the first, second and third anniversaries of the award.

4. On July 30, 2015, the reporting person was granted a performance unit award vesting on March 31, 2018. The actual number of shares earned in settlement of the award depends on the achievement of certain predetermined performance goals and ranges from 0% below target to 200% at maximum. The number of shares reflected on this filing represents the remaining unvested performance units at the target performance level.

5. On July 31, 2014, the reporting person was granted a restricted stock unit award vesting in equal annual installments on the first, second and third anniversaries of the award.

6. On August 1, 2013, the reporting person was granted a restricted stock unit award vesting in equal annual installments on the first, second and third anniversaries of the award.

7. On August 2, 2012, the reporting person was granted a restricted stock unit award vesting in equal annual installments on the first, second and third anniversaries of the award.

8. On September 3, 2013, the reporting person was granted a restricted stock unit award vesting in equal annual installments on the first, second and third anniversaries of the award.

9. On July 31, 2014, the reporting person was granted a performance unit award vesting on March 31, 2017. The actual number of shares earned in settlement of the award depends on the achievement of certain predetermined performance goals and ranges from 0% below target to 200% at maximum. The number of shares reflected on this filing represents the remaining unvested performance units at the target performance level.

10. On August 2, 2012, the reporting person was granted a stock option award vesting in equal annual installments on the first, second, third, fourth and fifth anniversaries of the award.

11. On May 4, 2011, the reporting person was granted a stock option award vesting in equal annual installments on the first, second, third, fourth and fifth anniversaries of the award.

Remarks:

	/s/ Eric Reitler by Sarah Alexander as attorney in fact	01/12/2016
	** 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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