FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  CHS Private Equity V LP
2. Date of Event Requiring Statement (Month/Day/Year)
05/04/2011
3. Issuer Name and Ticker or Trading Symbol
Thermon Group Holdings, Inc. [THR]
(Last)
(First)
(Middle)
10 SOUTH WACKER DRIVE, SUITE 3175
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CHICAGO, IL 60606
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common stock 13,857,025 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CHS Private Equity V LP
10 SOUTH WACKER DRIVE, SUITE 3175
CHICAGO, IL 60606
    X    
CHS Management V LP
10 SOUTH WACKER DRIVE, SUITE 3175
CHICAGO, IL 60606
    X    
CHS Capital LLC
10 SOUTH WACKER DRIVE, SUITE 3175
CHICAGO, IL 60606
    X    

Signatures

/s/ Thomas J. Formolo, for CHS Private Equity V LP 05/04/2011
**Signature of Reporting Person Date

/s/ Thomas J. Formolo, for CHS Management V LP 05/04/2011
**Signature of Reporting Person Date

/s/ Thomas J. Formolo, for CHS Capital LLC 05/04/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) CHS Private Equity V LP is the record holder of these securities. CHS Capital LLC is the general partner of CHS Management V LP, which in turn is the general partner of CHS Private Equity V LP. CHS Capital LLC and CHS Management V LP disclaim beneficial ownership of the securities owned by CHS Private Equity V LP except to the extent of a pecuniary interest therein.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.