SEC Form 4 · accession 0001489096-15-000049
Thermon Group Holdings, Inc. · THR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jay Peterson
Officer — CFO
Period of report
Jul 31, 2014
Accepted (ET)
Jun 5, 2015 · 6:05 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 StockF8 | Aug 1, 2014 | M | 11,264 | $0.00 | A | 21,534 | D | |
| Common Stock | May 20, 2015 | F | 3,069 | $23.82 | D | 18,465 | D |
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 | 4,444 | A | — | — | Common Stock | 4,444 | 4,444 | D |
| Performance UnitsF2 | $0.00 | Jul 31, 2014 | A | 8,480 | A | — | — | Common Stock | 8,480 | 8,480 | D |
| Restricted Stock UnitsF3 | $0.00 | Aug 1, 2014 | M | 2,696 | D | — | — | Common Stock | 2,696 | 5,393 | D |
| Restricted Stock UnitsF4 | $0.00 | Aug 2, 2014 | M | 2,711 | D | — | — | Common Stock | 2,711 | 2,711 | D |
| Performance UnitsF5 | $0.00 | May 20, 2015 | M | 2,711 | D | — | — | Common Stock | 2,711 | 0 | D |
| Performance UnitsF6 | $0.00 | May 20, 2015 | M | 2,696 | D | — | — | Common Stock | 3,146 | 2,697 | D |
| Stock Options (Right to Buy)F7 | $0.00 | holding | — | — | — | May 4, 2012 | May 4, 2021 | Common Stock | 2,000 | 2,000 | D |
Explanation of responses
- F1On July 31, 2014, the reporting person was granted a restricted stock unit award that vests in equal annual installments on July 31, 2015, 2016 and 2017.
- F2On July 31, 2014, the reporting person was granted 8,480 performance units which will vest on March 31, 2017. 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, 2014, 2015 and 2016.
- F4On August 2, 2012, the reporting person was granted a restricted stock unit award that vests in equal installments on August 2, 2014 and 2015.
- F5On August 2, 2012, the reporting person was granted performance units. Of the 2,711 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 2,711 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 2,696 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 3,146 shares. The Compensation Committee certified the achievement of the performance goal on May 20, 2015.
- F7Options vest and become exercisable in equal annual installments on May 4, 2015 and 2016.
- F8Shares acquired on the vesting of 2,711 and 2,696 restricted stock units on 8/2/2014 and 8/1/2014, respectively, and on the vesting of 5,857 performance units on 3/31/2015 (issued on 5/20/2015).