Thermon Group Holdings, Inc. — Director's Dealing 2017

May 24, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Thermon Group Holdings, Inc. (THR)
CIK: 0001489096
Period of Report: 2016-07-30

Reporting Person: Thames Bruce (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-30	Common Stock	M	1928	—	Acquired	14673	Direct
2016-07-30	Common Stock	F	527	$20.18	Disposed	14146	Direct
2017-05-20	Common Stock	M	4312	—	Acquired	18458	Direct
2017-05-20	Common Stock	F	1179	$20.44	Disposed	17279	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-30	Restricted Stock Units	$0.0	M	1928	Disposed	2018-07-30	Common Stock (1928.0)	Direct
2017-05-20	Restricted Stock Units	$0.0	M	4312	Disposed	2019-05-20	Common Stock (4312.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Units	$0.0	2018-03-31	Common Stock (11676.0)	11676	Direct
Performance Units	$0.0	2019-03-31	Common Stock (6057.0)	6057	Direct
Performance Units	$0.0	2019-03-31	Common Stock (12938.0)	12938	Direct

Footnotes

F1: 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.

F2: Shares withheld by Issuer to satisfy applicable withholding tax upon vesting of restricted stock units.

F3: 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.

F4: 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.

F5: 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.

F6: 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.

F7: 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.