X0306 4 2013-02-15 0 0001489096 Thermon Group Holdings, Inc. THR 0001181536 PETERSON JAY 100 THERMON DRIVE SAN MARCOS TX 78666 0 1 0 0 CFO Common Stock 2013-02-15 4 M 0 10000 5.2 A 10000 D Common Stock 2013-02-15 4 S 0 10000 22.16 D 0 D Common Stock 8132 D Stock Option (Right to Buy) 5.2 2013-02-15 4 M 0 10000 0 D 2011-05-04 2020-10-20 Common Stock 10000 47101 D Stock Option (Right to Buy) 9.82 2011-05-04 2021-03-01 Common Stock 23744 23744 D Stock Option (Right to Buy) 12 2021-05-04 Common Stock 5000 5000 D Performance Units 0 Common Stock 8132 8132 D Transactions pursuant to a Rule 10b5-1 Plan. This represents the weighted average sale price. Reporting person will, upon request, supply the SEC Staff, the Issuer or a securityholder of the Issuer full information regarding the number of shares sold at each separate price. On August 2, 2012, the reporting person was granted 8,132 restricted stock units which vest in equal annual installments on each of the first, second and third anniversaries of the grant date. Options became fully vested and exercisable in connection with the Issuer's initial public offering. Options vest in five equal annual installments beginning on May 4, 2012. On August 2, 2012, the reporting person was granted a performance unit award of 8,132 shares, which will vest in annual installments on March 31, 2013, March 31, 2014 and March 31, 2015 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. /s/ Jay Peterson, by Sarah Alexander as attorney-in-fact 2013-02-19