SEC Form 4 · accession 0001489096-17-000091
Thermon Group Holdings, Inc. · THR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jay Peterson
Officer — Chief Financial Officer
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 | 1,492 | $0.00 | A | 31,649 | D | |
| Common Stock | Jul 30, 2017 | F | 408 | $18.14 | D | 31,241 | D | |
| Common Stock | Jul 31, 2017 | M | 1,482 | $0.00 | A | 32,723 | D | |
| Common Stock | Jul 31, 2017 | F | 405 | $17.87 | D | 32,318 | 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 | 1,492 | D | Jul 30, 2016 | Jul 30, 2018 | Common Stock | 1,492 | 1,492 | D |
| Restricted Stock UnitsF3 | $0.00 | Jul 31, 2017 | M | 1,482 | D | Jul 31, 2015 | Jul 31, 2017 | Common Stock | 1,482 | 0 | D |
| Performance UnitsF4 | $0.00 | holding | — | — | — | Mar 31, 2019 | Mar 31, 2019 | Common Stock | 6,469 | 6,469 | D |
| Performance UnitsF5 | $0.00 | holding | — | — | — | Mar 31, 2018 | Mar 31, 2018 | Common Stock | 9,035 | 9,035 | D |
| Performance UnitsF6 | $0.00 | holding | — | — | — | Mar 31, 2020 | Mar 31, 2020 | Common Stock | 6,472 | 6,472 | D |
| Restricted Stock UnitsF7 | $0.00 | holding | — | — | — | Jun 19, 2018 | Jun 19, 2020 | Common Stock | 6,472 | 6,472 | D |
| Restricted Stock UnitsF8 | $0.00 | holding | — | — | — | May 20, 2017 | May 20, 2019 | Common Stock | 4,313 | 4,313 | 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, 2020 | Mar 31, 2020 | Common Stock | 2,724 | 2,724 | D |
| Stock Option (Right to Buy)F11 | $12.00 | holding | — | — | — | May 4, 2012 | May 4, 2021 | Common Stock | 2,000 | 2,000 | D |
Explanation of responses
- F1Shares withheld by Issuer to satisfy applicable withholding tax upon vesting of restricted stock units.
- F10On 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 value reflected in this filing is the grant date fair value. The number of shares subject to the award will be determined based on the application of a Monte Carlo simulation. The actual number of shares that may vest ranges from zero to 200% of the target number of shares.
- F11On 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.
- 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 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.
- F4On 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.
- F5On 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.
- F6On 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.
- F7On 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.
- 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 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.