Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Roberts Mark John

(Last)

(First)

(Middle)

7171 SOUTHWEST PARKWAY

BUILDING 300, SUITE 200

(Street)

AUSTIN

TX

78735

(City)

(State)

(Zip)

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 Engineering

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/14/2024		A		6,662⁽¹⁾	A	$0	53,717	D
Common Stock	05/14/2024		A		4,781⁽²⁾	A	$0	58,498	D
Common Stock	05/14/2024		F		4,668⁽³⁾	D	$34.15⁽⁴⁾	53,830⁽⁵⁾	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On June 1, 2021, the reporting person was granted a performance unit award vesting on March 31, 2024, subject to the Issuer's compensation committee certifying the Issuer's adjusted earnings before interest, taxes, depreciation and amortization during the applicable performance period as further specified in the equity award agreement. Of the 4,924 target shares eligible to be earned based upon the Issuer's performance for the performance period ended March 31, 2024, the reporting person actually earned approximately 135%, or 6,662 shares. The Issuer's compensation committee certified the achievement of the performance goal on May 14, 2024.

2. On June 1, 2021, the reporting person was granted a performance unit award vesting on March 31, 2024, subject to the Issuer's compensation committee certifying the Issuer's relative total shareholder return during the applicable performance period as further specified in the equity award agreement. Of the 2,972 target shares eligible to be earned based upon the Issuer's performance for the performance period ended March 31, 2024, the reporting person actually earned approximately 161%, or 4,781 shares. The Issuer's compensation committee certified the achievement of the performance goal on May 14, 2024.

3. These shares were surrendered for tax payment upon the release of shares in satisfaction of performance stock units following certification by the Issuer's compensation committee of the achievement of the performance goal specified in the applicable equity award agreement on May 14, 2024.

4. Sales price is the fair market value on Tuesday, May 14, 2024.

5. Includes 9,279 restricted stock units held by the reporting person.

Remarks:

	/s/ Ryan Tarkington, Attorney-in-Fact	05/16/2024
	** 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).
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