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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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) |
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| 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 Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Thames Bruce 100 THERMON DRIVE SAN MARCOS, TX 78666 |
X | President & CEO | ||
| /s/ Bruce Thames by Sarah Alexander as attorney in fact | 08/01/2018 | |
| **Signature of Reporting Person | Date |
| * | 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. |