SEC Form 4 · accession 0001489096-17-000025
Thermon Group Holdings, Inc. · THR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eric Reitler
Officer — SVP - Global Sales
Period of report
Jul 30, 2016
Accepted (ET)
May 23, 2017 · 8:42 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 StockF1 | Jul 30, 2016 | M | 1,377 | $0.00 | A | 3,979 | D | |
| Common StockF2 | Jul 30, 2016 | F | 364 | $20.18 | D | 3,615 | D | |
| Common StockF1 | Jul 31, 2016 | M | 456 | $0.00 | A | 4,071 | D | |
| Common StockF2 | Jul 31, 2016 | F | 120 | $20.18 | D | 3,951 | D | |
| Common StockF1 | Aug 1, 2016 | M | 249 | $0.00 | A | 4,200 | D | |
| Common StockF2 | Aug 1, 2016 | F | 65 | $20.14 | D | 4,135 | D | |
| Common StockF1 | Sep 3, 2016 | M | 1,196 | $0.00 | A | 5,331 | D | |
| Common StockF2 | Sep 3, 2016 | F | 327 | $19.11 | D | 5,004 | D | |
| Common StockF1 | May 20, 2017 | M | 2,156 | $0.00 | A | 7,160 | D | |
| Common StockF2 | May 20, 2017 | F | 627 | $20.44 | D | 6,533 | 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 UnitsF3 | $0.00 | Jul 30, 2016 | M | 1,377 | D | Jul 30, 2016 | Jul 30, 2018 | Common Stock | 1,377 | 2,755 | D |
| Restricted Stock UnitsF4 | $0.00 | Jul 31, 2016 | M | 456 | D | Jul 31, 2015 | Jul 31, 2017 | Common Stock | 456 | 456 | D |
| Restricted Stock UnitsF5 | $0.00 | Aug 1, 2016 | M | 249 | D | Aug 1, 2014 | Aug 1, 2016 | Common Stock | 249 | 0 | D |
| Restricted Stock UnitsF6 | $0.00 | Sep 3, 2016 | M | 1,196 | D | Sep 3, 2014 | Sep 3, 2016 | Common Stock | 1,196 | 0 | D |
| Performance UnitsF7 | $0.00 | May 18, 2017 | D | 2,609 | D | Mar 31, 2017 | Mar 31, 2017 | Common Stock | 2,609 | 0 | D |
| Restricted Stock UnitsF11 | $0.00 | May 20, 2017 | M | 2,516 | D | May 20, 2017 | May 20, 2019 | Common Stock | 2,516 | 4,313 | D |
| Performance UnitsF8 | $0.00 | holding | — | — | — | Mar 31, 2018 | Mar 31, 2018 | Common Stock | 8,340 | 8,340 | D |
| Performance UnitsF9 | $0.00 | holding | — | — | — | Mar 31, 2019 | Mar 31, 2019 | Common Stock | 3,028 | 3,028 | D |
| Performance UnitsF10 | $0.00 | holding | — | — | — | Mar 31, 2019 | Mar 31, 2019 | Common Stock | 6,469 | 6,469 | D |
| Stock Option (Right to Buy)F12 | $12.00 | holding | — | — | — | May 4, 2012 | May 4, 2021 | Common Stock | 500 | 500 | D |
| Stock Option (Right to Buy)F13 | $21.52 | holding | — | — | — | Aug 2, 2013 | Aug 2, 2022 | Common Stock | 558 | 558 | D |
Explanation of responses
- F1Each 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.
- F10On 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.
- F11On 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.
- F12On May 4, 2011, the reporting person was granted a stock option award vesting in equal annual installments on the first, second, third, fourth and fifth anniversaries of the award. The number of options reflected in this filing represents unexercised options.
- F13On August 2, 2012, the reporting person was granted a stock option award vesting in equal annual installments on the first, second, third, fourth and fifth anniversaries of the award. The number of options reflected in this filing represents unexercised options.
- F2Shares withheld by Issuer to satisfy applicable withholding tax upon vesting of restricted stock units.
- F3On 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.
- F4On July 31, 2014, 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.
- F5On August 1, 2013, 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.
- F6On September 3, 2013, 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.
- F7On July 31, 2014, the reporting person was granted a performance unit award vesting on March 31, 2017, 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 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. On May 18, 2017, the Issuer's Compensation Committee reviewed the Company's relative total shareholder return performance during the applicable performance period and determined that zero shares were earned in settlement of the award for the period beginning July 31, 2014 and ending March 31, 2017.
- F8On 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.
- F9On 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.