Sec Form 4 Filing - Thames Bruce @ Thermon Group Holdings, Inc. - 2019-05-16

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
Thames Bruce
2. Issuer Name and Ticker or Trading Symbol
Thermon Group Holdings, Inc. [ THR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
7171 SOUTHWEST PARKWAY, BUILDING 300, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
05/16/2019
(Street)
AUSTIN, TX78735
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 05/16/2019 M 7,074 ( 1 ) A $ 0 34,830 D
Common Stock 05/16/2019 F 1,722 ( 2 ) D $ 24.51 33,108 D
Common Stock 05/16/2019 M 7,571 ( 3 ) A $ 0 40,679 D
Common Stock 05/16/2019 F 1,843 ( 2 ) D $ 24.51 38,836 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
Performance Units ( 1 ) $ 0 05/16/2019 M 12,938 ( 1 ) ( 1 ) Common Stock 7,074 ( 1 ) $ 0 0 D
Performance Units ( 3 ) $ 0 05/16/2019 M 6,057 ( 3 ) ( 3 ) Common Stock 7,571 ( 3 ) $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Thames Bruce
7171 SOUTHWEST PARKWAY
BUILDING 300, SUITE 200
AUSTIN, TX78735
X President & CEO
Signatures
/s/ Ryan Tarkington as Attorney-in-Fact 05/22/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On May 20, 2016, the reporting person was granted a performance unit award vesting on March 31, 2019, subject to the Issuer's compensation committee certifying certain adjusted EBITDA performance during the applicable performance period as further specified in the equity award agreement. Of the 12,938 target shares eligible to be earned based upon the Issuer's certain adjusted EBITDA performance for the performance period ended March 31, 2019, the reporting person actually earned 54.68%, or 7,074 shares. The Issuer's compensation committee certified the achievement of the performance goal on May 16, 2019.
( 2 )Represents shares withheld to cover taxes incurred in connection with the vesting of performance share units.
( 3 )On May 20, 2016, the reporting person was granted a performance unit award vesting on March 31, 2019, subject to the Issuer's compensation committee certifying relative total shareholder return performance during the applicable performance period as further specified in the equity award agreement. Of the 6,057 target shares eligible to be earned based upon the Issuer's relative total shareholder return performance for the performance period ended March 31, 2019, the reporting person actually earned 125.0%, or 7,571 shares. The Issuer's compensation committee certified the achievement of the performance goal on May 16, 2019.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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