Ownership Submission
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FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Buntin David
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2. Issuer Name and Ticker or Trading Symbol
Thermon Group Holdings, Inc. [THR]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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SVP, Thermon Heat Tracing /
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(Last)
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(First)
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(Middle)
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7171 SOUTHWEST PARKWAY , BUILDING 300, SUITE 200
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3. Date of Earliest Transaction (Month/Day/Year)
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Buntin David
7171 SOUTHWEST PARKWAY
BUILDING 300, SUITE 200
AUSTIN, TX78735
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SVP, Thermon Heat Tracing
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Signatures
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/s/ Ryan Tarkington, Attorney-in-Fact
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2024-05-16
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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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.
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(2)
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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.
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(3)
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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.
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(4)
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Sales price is the fair market value on Tuesday, May 14, 2024.
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(5)
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Includes 9,279 restricted stock units held by the reporting person.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
