Sec Form 4 Filing - DeMartino Geoffrey @ Thermon Group Holdings, Inc. - 2015-07-30

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 DeMartino Geoffrey 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 - Corporate Development (Last) (First) (Middle) 100 THERMON DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 07/30/2015 (Street) SAN MARCOS, TX78666 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 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) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transacti on 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 Restricted Stock Units $ 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 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 07/31/2015 M 455 07/31/2015( 5 ) 07/31/2017( 5 ) Common Stock 455 $ 0 912 D Restricted Stock Units $ 0 08/19/2015 M 667 08/19/2014( 6 ) 08/19/2016( 6 ) Common Stock 667 $ 0 667 D Restricted Stock Units $ 0 09/09/2015 M 869 09/09/2015( 7 ) 09/09/2017( 7 ) Common Stock 869 $ 0 1,740 D Performance Units $ 0 03/31/2017( 8 ) 03/31/2017( 8 ) Common Stock 2,609 ( 8 ) 2,609 ( 8 ) D Performance Units $ 0 03/31/2017( 9 ) 03/31/2017( 9 ) Common Stock 4,784 ( 9 ) 4,784 ( 9 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DeMartino Geoffrey 100 THERMON DRIVE SAN MARCOS, TX78666 SVP - Corporate Development Signatures /s/ Geoffrey DeMartino by Sarah Alexander as attorney in fact 01/12/2016 Signature of Reporting Person Date

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.

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