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 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 *
THOMPSON STREET CAPITAL PARTNERS II L P
   2. Issuer Name and Ticker or Trading Symbol
Thermon Group Holdings, Inc. [THR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
120 S. CENTRAL AVENUE, SUITE 600		 3. Date of Earliest Transaction (Month/Day/Year)
05/10/2011
(Street)

ST. LOUIS, MO 63105		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 05/10/2011(1)   (1) C   4,811,467 A (1) 4,811,467 D (3)  
Common Stock 05/10/2011 05/10/2011 S   1,494,794 D $ 11.16 (2) 3,316,673 D (3)  

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
Class A Common Stock (1) 05/10/2011(1)   (1) C     4,811,467   (1)   (1) Common Stock 4,811,467 (1) 0 D (3)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
THOMPSON STREET CAPITAL PARTNERS II L P
120 S. CENTRAL AVENUE
SUITE 600
ST. LOUIS, MO 63105		     X    
Thompson Street Capital Partners II GP, L.P.
120 S. CENTRAL AVENUE
SUITE 600
ST. LOUIS, MO 63105		     X    
Thompson Street Capital LLC
120 S. CENTRAL AVENUE
SUITE 600
ST. LOUIS, MO 63105		     X    

Signatures

 /s/ James A. Cooper   05/10/2011
**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) The Class A Common Stock was converted into common stock on a one for one basis immediately prior to the consummation of the underwritten intitial public offering, and has no expiration date.
(2) This amount represents the $12.00 initial public offering price per share less the underwriting discount of $.84 per share.
(3) Thompson Street Capital Partners II, GP, L.P. is the general partner of Thompson Street Capital Partners II, L.P. Thompson Street Capital LLC is the general partner of Thompson Street Capital II GP, L.P. Each of Thompson Street Capital Partners II GP, L.P. and Thompson Street Capital LLC beneficially owns the reported securities indirectly, but disclaims beneficial ownership of the reported securitites except to the extent of its pecuniary interest therein.

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