SEC Form 4 · accession 0001489096-19-000017
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
May 16, 2018
Accepted (ET)
Jan 4, 2019 · 7:01 pm EST
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 | May 20, 2018 | M | 2,156 | $0.00 | A | 34,474 | D | |
| Common Stock | May 20, 2018 | F | 525 | $24.14 | D | 33,949 | D | |
| Common Stock | Jun 19, 2018 | M | 2,157 | $0.00 | A | 36,106 | D | |
| Common Stock | Jun 19, 2018 | F | 525 | $23.92 | D | 35,581 | D | |
| Common Stock | Jul 30, 2018 | M | 1,492 | $0.00 | A | 37,073 | D | |
| Common Stock | Jul 30, 2018 | F | 363 | $24.15 | D | 36,710 | D | |
| Common Stock | Nov 30, 2018 | P | 2,000 | $22.57 | A | 38,710 | 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 | May 16, 2018 | A | 5,095 | A | Jun 30, 2019 | Jun 30, 2021 | Common Stock | 5,095 | 5,095 | D |
| Restricted Stock UnitsF2 | $0.00 | May 16, 2018 | A | 2,653 | A | Mar 31, 2020 | Mar 31, 2020 | Common Stock | 2,653 | 2,653 | D |
| Performance UnitsF3 | $0.00 | May 16, 2018 | A | 2,162 | A | Mar 31, 2021 | Mar 31, 2021 | Common Stock | 2,162 | 2,162 | D |
| Performance UnitsF4 | $0.00 | May 16, 2018 | A | 5,095 | A | Mar 31, 2021 | Mar 31, 2021 | Common Stock | 5,095 | 5,095 | D |
| Performance UnitsF5 | $0.00 | May 16, 2018 | A | 2,653 | A | Mar 31, 2020 | Mar 31, 2020 | Common Stock | 2,653 | 2,653 | D |
| Performance UnitsF6 | $0.00 | May 16, 2018 | D | 9,035 | D | Mar 31, 2018 | Mar 31, 2018 | Common Stock | 9,035 | 0 | D |
| Restricted Stock UnitsF7 | $0.00 | May 20, 2018 | M | 2,156 | D | May 20, 2017 | May 20, 2019 | Common Stock | 2,156 | 2,157 | D |
| Restricted Stock UnitsF8 | $0.00 | Jul 30, 2018 | M | 1,492 | D | Jul 30, 2016 | Jul 30, 2018 | Common Stock | 1,492 | 0 | D |
| Restricted Stock UnitsF9 | $0.00 | Jun 19, 2018 | M | 2,157 | D | Jun 19, 2018 | Jun 19, 2020 | Common Stock | 2,157 | 4,315 | D |
| Performance UnitsF10 | $0.00 | holding | — | — | — | Mar 31, 2019 | Mar 31, 2019 | Common Stock | 6,469 | 6,469 | D |
| Performance UnitsF11 | $0.00 | holding | — | — | — | Mar 31, 2019 | Mar 31, 2019 | Common Stock | 3,028 | 3,028 | D |
| Performance UnitsF12 | $0.00 | holding | — | — | — | Mar 31, 2020 | Mar 31, 2020 | Common Stock | 6,472 | 6,472 | D |
| Performance UnitsF13 | $0.00 | holding | — | — | — | Mar 31, 2020 | Mar 31, 2020 | Common Stock | 2,724 | 2,724 | D |
| Stock Option (Right to Buy)F14 | $12.00 | holding | — | — | — | May 4, 2012 | May 4, 2021 | Common Stock | 2,000 | 2,000 | D |
Explanation of responses
- F1On May 16, 2018, 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.
- 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 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.
- F12On 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.
- F13On 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.
- F14On 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 May 16, 2018, 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 cliff vests on March 31, 2020.
- F3On May 16, 2018, the reporting person was granted a performance unit award vesting on March 31, 2021, 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 May 16, 2018, the reporting person was granted a performance unit award vesting on March 31, 2021, 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 16, 2018, the reporting person was granted a performance unit award vesting on March 31, 2020, subject to the adjusted EBITDA performance goals of Thermon Heating Systems, Inc. (subsidiary of the Issuer) 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 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. On May 16, 2018, 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 30, 2015 and ending March 31, 2018.
- F7On 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.
- F8On 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.
- 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.