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 *
PETERSON JAY
   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 _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CFO
(Last)
(First)
(Middle)
100 THERMON DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
05/29/2013
(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 05/29/2013   M   2,257 (1) A $ 0 2,257 D  
Common Stock 05/29/2013   F   617 (2) D $ 19.80 1,640 D  
Common Stock 08/02/2013   M   2,710 (3) A $ 0 4,350 D  
Common Stock 08/02/2013   F   1,136 (2) D $ 20 3,214 D  

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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
Performance Units $ 0 05/29/2013(4)   M     2,710 (4)   (4)   (4) Common Stock 2,257 (4) $ 0 5,422 (4) D  
Restricted Stock Units $ 0 08/02/2013   M     2,710   (5)   (5) Common Stock 2,710 $ 0 5,422 D  
Performance Units $ 0 08/01/2013   A   8,089 (6)     (6)   (6) Common Stock 8,089 (6) $ 0 8,089 D  
Restricted Stock Units $ 0 08/01/2013   A   8,089     (7)   (7) Common Stock 8,089 $ 0 8,089 D  
Stock Option (Right to Buy) $ 5.20             05/04/2011(8) 10/20/2020 Common Stock 7,101   7,101 D  
Stock Option (Right to Buy) $ 9.82             05/04/2011(8) 03/01/2021 Common Stock 23,744   23,744 D  
Stock Option (Right to Buy) $ 12             05/04/2012(9) 05/04/2021 Common Stock 5,000   5,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PETERSON JAY
100 THERMON DRIVE
SAN MARCOS, TX 78666		       CFO  

Signatures

 /s/ Jay Peterson by Sarah Alexander as attorney-in-fact   08/06/2013
**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) Shares acquired on the vesting of performance units.
(2) Shares withheld for payment of tax liability.
(3) Shares acquired on the vesting of restricted stock units.
(4) On August 2, 2012, the reporting person was granted 8,132 performance units. Of the 2,710 Target shares eligible to be earned based on the Issuer's total shareholder return return for the performance period ended March 31, 2013, the reporting person actually earned 83.3%, or 2,257 shares. The Compensation Committee certified the achievement of the performance goal on May 29, 2013. The remaining 5,422 Target shares will be eligible to be earned in the performance periods ending March 31, 2014 and March 31, 2015. The actual number of shares that may vest depends on the Issuer's performance and ranges from 0% to 200% of Target.
(5) On August 2, 2012, the reporting person was granted 8,132 restricted stock units, which vest in equal annual installments on August 2, 2013, 2014 and 2015.
(6) On August 1, 2013, the reporting person was granted 8,089 performance units which will vest in annual installments on March 31, 2014, 2015 and 2016 only upon the Issuer's achievement of predetermined total shareholder return goals. The number of shares reflected on this filing represents the Target Award. The actual number of shares that may vest depends on the Issuer's actual performance relative to its peer group and ranges from 0% below Threshold performance, 50% at Threshold performance, 100% at Target performance and 200% at Maximum performance.
(7) On August 1, 2013, the reporting person was granted 8,089 restricted stock units which vest in equal annual installments on the first, second and third anniversaries of the grant date.
(8) Options vested and became fully exercisable in connection with the Issuer's initial public offering.
(9) Options vest in five equal annual installments beginning on May 4, 2012.

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