SEC Form 4 · accession 0001489096-15-000047
Thermon Group Holdings, Inc. · THR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rodney L Bingham
Officer — President & CEO · Director
Period of report
Jul 31, 2014
Accepted (ET)
Jun 5, 2015 · 4:47 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001489096
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF7 | Aug 1, 2014 | M | 21,687 | $0.00 | A | 32,359 | D | |
| Common StockF8 | Aug 1, 2014 | F | 5,918 | $23.85 | D | 26,441 | D | |
| Common Stock | holding | — | — | — | 91,917 | I | by R/S Bingham Family Limited Partnership |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | $0.00 | Jul 31, 2014 | A | 5,013 | A | — | — | Common Stock | 5,013 | 5,013 | D |
| Performance UnitsF2 | $0.00 | Jul 31, 2014 | A | 9,567 | A | — | — | Common Stock | 9,567 | 9,567 | D |
| Restricted Stock UnitsF3 | $0.00 | Aug 1, 2014 | M | 4,562 | D | — | — | Common Stock | 4,562 | 9,126 | D |
| Restricted Stock UnitsF4 | $0.00 | Aug 2, 2014 | M | 4,647 | D | — | — | Common Stock | 4,647 | 4,647 | D |
| Performance UnitsF5 | $0.00 | May 20, 2015 | M | 4,647 | D | — | — | Common Stock | 4,647 | 0 | D |
| Performance UnitsF6 | $0.00 | Aug 1, 2014 | M | 4,563 | D | — | — | Common Stock | 5,325 | 4,563 | D |
| Restricted Stock UnitsF1 | $0.00 | Mar 31, 2015 | M | 2,506 | D | — | — | Common Stock | 2,506 | 2,507 | D |
| Stock Options (Right to Buy)F9 | $12.00 | holding | — | — | — | May 4, 2014 | May 4, 2021 | Common Stock | 6,000 | 6,000 | D |
Explanation of responses
- F1On July 31, 2014, the reporting person was granted a restricted stock unit award that vests in equal installments on March 31, 2015 and 2016.
- F2On July 31, 2014, the reporting person was granted 9,567 performance units which will vest in equal installments on March 31, 2015 and 2016. The underlying shares will only be earned if and to the extent that the Issuer achieves certain predetermined total shareholder return goals for the performance period beginning July 31, 2014 through March 31, 2017. No shares will be earned or issued in settlement of the award until the full performance period has elapsed. The actual number of shares that may vest depends on the Issuer's total shareholder return performance relative to a performance index and ranges from 0% below Target performance, 100% at Target performance and 200% at Maximum performance. The number of shares reflected on this filing represents the Target Award.
- F3On August 1, 2013, the reporting person was granted a restricted stock unit award that vests in equal annual installments on August 1, 2015 and 2016.
- F4On August 2, 2012, the reporting person was granted a restricted stock unit award that vested on August 2, 2015.
- F5On August 2, 2012, the reporting person was granted performance units. Of the 4,647 Target shares eligible to be earned based on the Issuer's total shareholder return for the performance period ended March 31, 2015, the reporting person actually earned 100.0%, or 4,647 shares. The Compensation Committee certified the achievement of the performance goal on May 20, 2015.
- F6On August 1, 2013, the reporting person was granted performance units. Of the 4,563 Target shares eligible to be earned based on the Issuer's total shareholder return for the performance period ended March 31, 2015, the reporting person actually earned 116.7%, or 5,325 shares. The Compensation Committee certified the achievement of the performance goal on May 20, 2015.
- F7Shares acquired on the vesting of 4,647, 4,562 and 2,506 restricted stock units on 8/2/2014, 8/1/2014 and 3/31/2015, respectively and on the vesting of 9,972 performance units on 3/31/2015.
- F81,247, 1,270, 1,270, 1,456 and 675 shares withheld for payment of tax liability on 8/1/2014, 8/2/2014, 5/20/2015, 5/20/2015 and 3/31/2015, respectively. The price represents the weighted average market closing price of the shares on the date of vest.
- F9Options vest in equal annual installments on May 4, 2014, 2015 and 2016.