| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Thermon Group Holdings, Inc. [ THR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 07/31/2015 | M | 455(1) | A | $0 | 941 | D | |||
| Common Stock | 07/30/2015 | F | 124(2) | D | $24.13 | 817 | D | |||
| Common Stock | 08/19/2015 | M | 667(1) | A | $0 | 1,484 | D | |||
| Common Stock | 08/19/2015 | F | 182(2) | D | $23.25 | 1,302 | D | |||
| Common Stock | 09/09/2015 | M | 869(1) | A | $0 | 2,171 | D | |||
| Common Stock | 09/09/2015 | F | 237(2) | D | $21.8 | 1,934 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 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 | 08/19/2015 | M | 667 | 08/19/2014(6) | 08/19/2016(6) | Common Stock | 667 | $0 | 667 | D | ||||
| Restricted Stock Units | $0.0 | 09/09/2015 | M | 869 | 09/09/2015(7) | 09/09/2017(7) | Common Stock | 869 | $0 | 1,740 | D | ||||
| Performance Units | $0.0 | 03/31/2017(8) | 03/31/2017(8) | Common Stock | 2,609(8) | 2,609(8) | D | ||||||||
| Performance Units | $0.0 | 03/31/2017(9) | 03/31/2017(9) | Common Stock | 4,784(9) | 4,784(9) | 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 19, 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 September 9, 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. |
| 8. 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. |
| 9. On September 9, 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. |
| Remarks: |
| /s/ Geoffrey DeMartino 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
