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

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2016

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⁽¹⁾	07/30/2016		M		1,377	A	$0	3,979	D
Common Stock⁽²⁾	07/30/2016		F		364	D	$20.18	3,615	D
Common Stock⁽¹⁾	07/31/2016		M		456	A	$0	4,071	D
Common Stock⁽²⁾	07/31/2016		F		120	D	$20.18	3,951	D
Common Stock⁽¹⁾	08/01/2016		M		249	A	$0	4,200	D
Common Stock⁽²⁾	08/01/2016		F		65	D	$20.14	4,135	D
Common Stock⁽¹⁾	09/03/2016		M		1,196	A	$0	5,331	D
Common Stock⁽²⁾	09/03/2016		F		327	D	$19.11	5,004	D
Common Stock⁽¹⁾	05/20/2017		M		2,156	A	$0	7,160	D
Common Stock⁽²⁾	05/20/2017		F		627	D	$20.44	6,533	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⁽³⁾	$0.0	07/30/2016		M			1,377	07/30/2016⁽³⁾	07/30/2018⁽³⁾	Common Stock	1,377	$0	2,755	D
Restricted Stock Units⁽⁴⁾	$0.0	07/31/2016		M			456	07/31/2015⁽⁴⁾	07/31/2017⁽⁴⁾	Common Stock	456	$0	456	D
Restricted Stock Units⁽⁵⁾	$0.0	08/01/2016		M			249	08/01/2014⁽⁵⁾	08/01/2016⁽⁵⁾	Common Stock	249	$0	0	D
Restricted Stock Units⁽⁶⁾	$0.0	09/03/2016		M			1,196	09/03/2014⁽⁶⁾	09/03/2016⁽⁶⁾	Common Stock	1,196	$0	0	D
Performance Units⁽⁷⁾	$0.0	05/18/2017		D			2,609	03/31/2017	03/31/2017	Common Stock	2,609	$0	0	D
Performance Units⁽⁸⁾	$0.0							03/31/2018⁽⁸⁾	03/31/2018⁽⁸⁾	Common Stock	8,340		8,340	D
Performance Units⁽⁹⁾	$0.0							03/31/2019⁽⁹⁾	03/31/2019⁽⁹⁾	Common Stock	3,028		3,028	D
Performance Units⁽¹⁰⁾	$0.0							03/31/2019⁽¹⁰⁾	03/31/2019⁽¹⁰⁾	Common Stock	6,469		6,469	D
Restricted Stock Units⁽¹¹⁾	$0.0	05/20/2017		M			2,516	05/20/2017⁽¹¹⁾	05/20/2019⁽¹¹⁾	Common Stock	2,516	$0	4,313	D
Stock Option (Right to Buy)⁽¹²⁾	$12							05/04/2012⁽¹²⁾	05/04/2021	Common Stock	500		500	D
Stock Option (Right to Buy)⁽¹³⁾	$21.52							08/02/2013⁽¹³⁾	08/02/2022	Common Stock	558		558	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. Each restricted stock unit represents the right to receive, at settlement, one share of the Issuer's common stock. Award vests in equal annual installments on the first, second and third anniversaries of the grant date. The number of shares reflected in this filing represents unvested restricted stock units.

4. On July 31, 2014, the reporting person was granted a restricted stock unit award. Each restricted stock unit represents the right to receive, at settlement, one share of the Issuer's common stock. Award vests in equal annual installments on the first, second and third anniversaries of the grant date. The number of shares reflected in this filing represents unvested restricted stock units.

5. On August 1, 2013, the reporting person was granted a restricted stock unit award. Each restricted stock unit represents the right to receive, at settlement, one share of the Issuer's common stock. Award vests in equal annual installments on the first, second and third anniversaries of the grant date. The number of shares reflected in this filing represents unvested restricted stock units.

6. On September 3, 2013, the reporting person was granted a restricted stock unit award. Each restricted stock unit represents the right to receive, at settlement, one share of the Issuer's common stock. Award vests in equal annual installments on the first, second and third anniversaries of the grant date. The number of shares reflected in this filing represents unvested restricted stock units.

7. On July 31, 2014, the reporting person was granted a performance unit award vesting on March 31, 2017, subject to the Issuer's relative total shareholder return goals as further specified in the equity award agreement. The number of shares reflected in this filing represents performance units at the target performance level. The actual number of shares that may vest ranges from zero to 200% of the target number of shares. On May 18, 2017, the Issuer's Compensation Committee reviewed the Company's relative total shareholder return performance during the applicable performance period and determined that zero shares were earned in settlement of the award for the period beginning July 31, 2014 and ending March 31, 2017.

8. On July 30, 2015, the reporting person was granted a performance unit award vesting on March 31, 2018, subject to the Issuer's relative total shareholder return goals as further specified in the equity award agreement. The number of shares reflected in this filing represents unvested performance units at the target performance level. The actual number of shares that may vest ranges from zero to 200% of the target number of shares.

9. On May 20, 2016, the reporting person was granted a performance unit award vesting on March 31, 2019, subject to the Issuer's relative total shareholder return goals as further specified in the equity award agreement. The number of shares reflected in this filing represents unvested performance units at the target performance level. The actual number of shares that may vest ranges from zero to 200% of the target number of shares.

10. On May 20, 2016, the reporting person was granted a performance unit award vesting on March 31, 2019, subject to the Issuer's adjusted EBITDA performance goals as further specified in the equity award agreement. The number of shares reflected in this filing represents unvested performance units at the target performance level. The actual number of shares that may vest ranges from zero to 200% of the target number of shares.

11. On May 20, 2016, the reporting person was granted a restricted stock unit award. Each restricted stock unit represents the right to receive, at settlement, one share of the Issuer's common stock. Award vests in equal annual installments on the first, second and third anniversaries of the grant date. The number of shares remaining in this filing represent unvested restricted stock units.

12. 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. The number of options reflected in this filing represents unexercised options.

13. 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. The number of options reflected in this filing represents unexercised options.

Remarks:

	/s/ Eric Reitler by Sarah Alexander as attorney in fact	05/23/2017
	** Signature of Reporting Person	Date
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