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^*

Quinn Martin

(Last)

(First)

(Middle)

C/O THERMADYNE HOLDINGS CORPORATION

16052 SWINGLEY RIDGE ROAD, SUITE 300

(Street)

CHESTERFIELD

63017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
THERMADYNE HOLDINGS CORP /DE [ THMD ]

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 & Marketing

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2009

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	03/23/2009		A		12,400⁽¹⁾	A	$0	31,259	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)
Stock Option-Right to Buy	$4.98⁽²⁾	03/23/2009		A		4,100		⁽³⁾	03/10/2019	Common Stock	4,100	$0	80,810	D

Explanation of Responses:

1. The restricted stock component of the 2009 long-term incentive award has a vesting opportunity based upon return on invested operating capital ("ROIOC") performance milestones over the next five years. The ROIOC measure is calculated for each performance year and vesting is determined in March following the performance year. For each performance year, 100% of the grant will vest if the Company achieves 36% ROIOC, 67% of the grant will vest if the Company achieves 29% ROIOC, and 33% of the grant will vest if the Company achieves 18% ROIOC; provided, however, that in no event will more than 100% of the grant vest during the five-year vesting period. The highest ROIOC performance over the five-year period will generate the final vesting of the grant. If the Company fails to achieve 18% ROIOC, the grant will be forfeited. This award is subject to the provisions of the 2004 Stock Incentive Plan, as amended.

2. The compensation committee established the exercise price for these options at $4.98 per share, which was the average of the closing price of the preceding 60 days trading.

3. The 2009 stock options are time-based and will automatically vest in one-third increments on the first, second and third anniversaries of the award date. This is a time-based vesting schedule. One-third of the options vest on March 10, 2010, March 10, 2011 and March 10, 2012, respectively. This award is subject to the provisions fo the 2004 Stock Incentive Plan, as amended.

	/s/ Debbie Bockius, as attorney-in-fact for Terry A. Moody	03/25/2009
	** 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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