SEC Form 4 · accession 0001489096-17-000090
Thermon Group Holdings, Inc. · THR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bruce Thames
Officer — President & CEO · Director
Period of report
Jul 30, 2017
Accepted (ET)
Aug 1, 2017 · 5:30 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 Stock | Jul 30, 2017 | M | 1,928 | $0.00 | A | 19,207 | D | |
| Common Stock | Jul 30, 2017 | F | 527 | $18.14 | D | 18,680 | 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 UnitsF2 | $0.00 | Jul 30, 2017 | M | 1,928 | D | Jul 30, 2016 | Jul 30, 2018 | Common Stock | 1,928 | 1,929 | D |
| Performance UnitsF3 | $0.00 | holding | — | — | — | Mar 31, 2019 | Mar 31, 2019 | Common Stock | 6,057 | 6,057 | D |
| Performance UnitsF4 | $0.00 | holding | — | — | — | Mar 31, 2020 | Mar 31, 2020 | Common Stock | 17,259 | 17,259 | D |
| Performance UnitsF5 | $0.00 | holding | — | — | — | Mar 31, 2019 | Mar 31, 2019 | Common Stock | 12,938 | 12,938 | D |
| Performance UnitsF6,F7 | $0.00 | holding | — | — | — | Mar 31, 2020 | Mar 31, 2020 | Common Stock | 7,266 | 7,266 | D |
| Restricted Stock UnitsF8 | $0.00 | holding | — | — | — | May 20, 2017 | May 20, 2019 | Common Stock | 8,626 | 8,626 | D |
| Restricted Stock UnitsF9 | $0.00 | holding | — | — | — | Jun 19, 2018 | Jun 19, 2020 | Common Stock | 17,259 | 17,259 | D |
| Performance UnitsF10 | $0.00 | holding | — | — | — | Mar 31, 2018 | Mar 31, 2018 | Common Stock | 11,676 | 11,676 | D |
Explanation of responses
- F1Shares withheld by Issuer to satisfy applicable withholding tax upon vesting of restricted stock units.
- F10On 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.
- F2On 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.
- F3On 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.
- F4On June 19, 2017, the reporting person was granted a performance unit award vesting on March 31, 2020, 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.
- F5On 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.
- F6On June 19, 2017, the reporting person was granted a performance unit award vesting on March 31, 2020, 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.
- F7The grant date fair value equal to $160,000 for this holding was reported in previous Form 4 and was updated to 7,266 shares underlying the performance unit award upon receipt of the Monte Carlo simulation valuation.
- F8On 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 reflected in this filing represents unvested restricted stock units.
- F9On June 19, 2017, 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.