Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Thames Bruce
  2. Issuer Name and Ticker or Trading Symbol
Thermon Group Holdings, Inc. [THR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO
(Last)
(First)
(Middle)
100 THERMON DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
05/16/2018
(Street)

SAN MARCOS, TX 78666
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (1) 05/20/2018   M   4,313 A $ 0 22,993 D  
Common Stock (2) 05/20/2018   F   1,050 D $ 24.14 21,943 D  
Common Stock (1) 06/19/2018   M   5,753 A $ 0 27,696 D  
Common Stock (2) 06/19/2018   F   1,400 D $ 23.92 26,296 D  
Common Stock (1) 07/30/2018   M   1,929 A $ 0 28,225 D  
Common Stock (2) 07/30/2018   F   469 D $ 24.15 27,756 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (3) $ 0 05/16/2018   A   16,985   06/30/2019(3) 06/30/2021(3) Common Stock 16,985 $ 0 16,985 D  
Restricted Stock Units (4) $ 0 05/16/2018   A   5,307   03/31/2020(4) 03/31/2020(4) Common Stock 5,307 $ 0 5,307 D  
Performance Units (5) $ 0 05/16/2018   A   7,209   03/31/2021(5) 03/31/2021(5) Common Stock 7,209 $ 0 7,209 D  
Performance Units (6) $ 0 05/16/2018   A   16,985   03/31/2021(6) 03/31/2021(6) Common Stock 16,985 $ 0 16,985 D  
Performance Units (7) $ 0 05/16/2018   A   5,307   03/31/2020(7) 03/31/2020(7) Common Stock 5,307 $ 0 5,307 D  
Performance Units (8) $ 0 05/16/2018   D     11,676 03/31/2018(8) 03/31/2018(8) Common Stock 11,676 $ 0 0 D  
Restricted Stock Units (9) $ 0 05/20/2018   M     4,313 05/20/2017(9) 05/20/2019(9) Common Stock 4,313 $ 0 4,313 D  
Restricted Stock Units (10) $ 0 06/19/2018   M     5,753 06/19/2018(10) 06/19/2020(10) Common Stock 5,753 $ 0 11,506 D  
Restricted Stock Units (11) $ 0 07/30/2018   M     1,929 07/30/2016(11) 07/30/2018(11) Common Stock 1,929 $ 0 0 D  
Performance Units (12) $ 0             03/31/2019(12) 03/31/2019(12) Common Stock 6,057   6,057 D  
Performance Units (13) $ 0             03/31/2020(13) 03/31/2020(13) Common Stock 17,259   17,259 D  
Performance Units (14) $ 0             03/31/2019(14) 03/31/2019(14) Common Stock 12,938   12,938 D  
Performance Units (15) $ 0             03/31/2020(15) 03/31/2020(15) Common Stock 7,266   7,266 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Thames Bruce
100 THERMON DRIVE
SAN MARCOS, TX 78666
  X     President & CEO  

Signatures

 /s/ Bruce Thames by Sarah Alexander as attorney in fact   08/01/2018
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each 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.
(2) Shares withheld by Issuer to satisfy applicable withholding tax upon vesting of restricted stock units.
(3) On 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.
(4) On 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.
(5) On 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.
(6) On 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.
(7) On 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.
(8) On 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.
(9) On 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.
(10) On 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.
(11) On 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.
(12) On 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.
(13) On 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.
(14) On 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.
(15) On 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.

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