Thermon Group Holdings, Inc. — Director's Dealing 2012

Aug 25, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Thermon Group Holdings, Inc. (THR)
CIK: 0001489096
Period of Report: 2012-08-02

Reporting Person: ALEXANDER GEORGE P (EVP - Global Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-22	Common Stock	M	29518	$5.2	Acquired	124978	Direct
2012-08-22	Common Stock	S	29518	$23.03	Disposed	95460	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-22	Stock Option (Right to Buy)	$5.2	M	29518	Disposed	2020-10-20	Common Stock (29518)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	95460	Indirect
Common Stock	95460	Indirect
Common Stock	95460	Indirect
Common Stock	13941	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$12	2021-05-04	Common Stock (10000)	10000	Direct
Performance Units	$0		Common Stock (13941)	13941	Direct

Footnotes

F1: Transactions pursuant to a Rule 10b5-1 Plan.

F2: This represents the weighted average sale price. Reporting person will, upon request, supply the SEC Staff, the Issuer, or a securityholder of the Issuer full information regarding the number of shares sold at each separate price.

F3: On August 2, 2012, the reporting person was granted 13,941 restricted stock units which vest in equal annual installments on each of the first, second and third anniversaries of the grant date.

F4: Options became fully vested and exercisable in connection with the Issuer's initial public offering.

F5: Options vest in five equal annual installments, beginning on May 4, 2012.

F6: On August 2, 2012, the reporting person was granted a performance unit award of 13,941 shares, which will vest in equal annual installments on March 31, 2013, March 31, 2014 and March 31, 2015 only upon the Issuer's achievement of predetermined total shareholder return goals. The number of shares reflected on this filing represents the target award. The actual number of shares that may vest depends on the Issuer's actual performance relative to its peer group and ranges from 0% below threshold performance, 50% at threshold performance, 100% at target performance and 200% at maximum performance.