Sec Form 4 Filing - Reitler Eric @ Thermon Group Holdings, Inc. - 2016-07-30

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 Reitler Eric 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 (Last) (First) (Middle) 100 THERMON DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 07/30/2016 (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 ( 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 (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 ( 3 ) $ 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 07/31/2016 M 456 07/31/2015( 4 ) 07/31/2017( 4 ) Common Stock 456 $ 0 456 D Restricted Stock Units ( 5 ) $ 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 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 05/18/2017 D 2,609 03/31/2017 03/31/2017 Common Stock 2,609 $ 0 0 D Performance Units ( 8 ) $ 0 03/31/2018( 8 ) 03/31/2018( 8 ) Common Stock 8,340 8,340 D Performance Units ( 9 ) $ 0 03/31/2019( 9 ) 03/31/2019( 9 ) Common Stock 3,028 3,028 D Performance Units ( 10 ) $ 0 03/31/2019( 10 ) 03/31/2019( 10 ) Common Stock 6,469 6,469 D Restricted Stock Units ( 11 ) $ 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Reitler Eric 100 THERMON DRIVE SAN MARCOS, TX78666 SVP - Global Sales Signatures /s/ Eric Reitler by Sarah Alexander as attorney in fact 05/23/2017 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. 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.

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