Sec Form 4 Filing - SIMMONS BRIAN P @ Thermon Group Holdings, Inc. - 2011-05-10

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SIMMONS BRIAN P
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
10 SOUTH WACKER DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
05/10/2011
(Street)
CHICAGO, IL60606
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/10/2011 S 4,305,008 D $ 11.16 ( 1 ) 9,522,017 I See Footnote ( 2 )
Common Stock 05/10/2011 S 2,153 D $ 11.16 ( 1 ) 4,776 I See Footnote ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SIMMONS BRIAN P
10 SOUTH WACKER DRIVE
CHICAGO, IL60606
X
Signatures
/s/ Brian P. Simmons by Sarah Alexander, attorney-in-fact pursuant to power of attorney dated 4/26/2011 05/11/2011
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This amount represents the $12.00 initial public offering price per share less the underwriting discount of $0.84 per share.
( 2 )These shares are owned directly by CHS Private Equity V LP. Mr. Simmons is a member of the Investment Committee of CHS Capital LLC, which is the general partner of CHS Management V, LP, which is the general partner of CHS Private Equity V LP. Mr. Simmons disclaims beneficial ownership of the securities except to the extent of a pecuniary interest therein.
( 3 )Mr. Simmons is a member of the Investment Committee of CHS Capital LLC, which is the managing partner of CHS Associates V. Mr. Hennessy disclaims beneficial ownership of the securities except to the extent of a pecuniary interest therein.

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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