SEC Form 4 · accession 0001489096-19-000022
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
May 16, 2018
Accepted (ET)
Jan 4, 2019 · 7:06 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 StockF1 | May 20, 2018 | M | 4,313 | $0.00 | A | 22,993 | D | |
| Common StockF2 | May 20, 2018 | F | 1,050 | $24.14 | D | 21,943 | D | |
| Common StockF1 | Jun 19, 2018 | M | 5,753 | $0.00 | A | 27,696 | D | |
| Common StockF2 | Jun 19, 2018 | F | 1,400 | $23.92 | D | 26,296 | D | |
| Common StockF1 | Jul 30, 2018 | M | 1,929 | $0.00 | A | 28,225 | D | |
| Common StockF2 | Jul 30, 2018 | F | 469 | $24.15 | D | 27,756 | 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 | May 16, 2018 | A | 16,985 | A | Jun 30, 2019 | Jun 30, 2021 | Common Stock | 16,985 | 16,985 | D |
| Restricted Stock UnitsF4 | $0.00 | May 16, 2018 | A | 5,307 | A | Mar 31, 2020 | Mar 31, 2020 | Common Stock | 5,307 | 5,307 | D |
| Performance UnitsF5 | $0.00 | May 16, 2018 | A | 7,209 | A | Mar 31, 2021 | Mar 31, 2021 | Common Stock | 7,209 | 7,209 | D |
| Performance UnitsF6 | $0.00 | May 16, 2018 | A | 16,985 | A | Mar 31, 2021 | Mar 31, 2021 | Common Stock | 16,985 | 16,985 | D |
| Performance UnitsF7 | $0.00 | May 16, 2018 | A | 5,307 | A | Mar 31, 2020 | Mar 31, 2020 | Common Stock | 5,307 | 5,307 | D |
| Performance UnitsF8 | $0.00 | May 16, 2018 | D | 11,676 | D | Mar 31, 2018 | Mar 31, 2018 | Common Stock | 11,676 | 0 | D |
| Restricted Stock UnitsF9 | $0.00 | May 20, 2018 | M | 4,313 | D | May 20, 2017 | May 20, 2019 | Common Stock | 4,313 | 4,313 | D |
| Restricted Stock UnitsF10 | $0.00 | Jun 19, 2018 | M | 5,753 | D | Jun 19, 2018 | Jun 19, 2020 | Common Stock | 5,753 | 11,506 | D |
| Restricted Stock UnitsF11 | $0.00 | Jul 30, 2018 | M | 1,929 | D | Jul 30, 2016 | Jul 30, 2018 | Common Stock | 1,929 | 0 | D |
| Performance UnitsF12 | $0.00 | holding | — | — | — | Mar 31, 2019 | Mar 31, 2019 | Common Stock | 6,057 | 6,057 | D |
| Performance UnitsF13 | $0.00 | holding | — | — | — | Mar 31, 2020 | Mar 31, 2020 | Common Stock | 17,259 | 17,259 | D |
| Performance UnitsF14 | $0.00 | holding | — | — | — | Mar 31, 2019 | Mar 31, 2019 | Common Stock | 12,938 | 12,938 | D |
| Performance UnitsF15 | $0.00 | holding | — | — | — | Mar 31, 2020 | Mar 31, 2020 | Common Stock | 7,266 | 7,266 | 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 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.
- F11On 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.
- F12On 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.
- F13On 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.
- F14On 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.
- F15On 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.
- F2Shares withheld by Issuer to satisfy applicable withholding tax upon vesting of restricted stock units.
- F3On 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.
- F4On 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.
- F5On 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.
- F6On 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.
- F7On 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 the 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.
- 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 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.
- F9On 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.