UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. [___])*
 
 
Thermon Group Holdings, Inc
(Name of Issuer)
 

 
 Common Shares
(Title of Class of Securities)
 

 
88362T103
(CUSIP Number)
 

 
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
x
Rule 13d-1(b)
 
o
Rule 13d-1(c)
 
o
Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
 
SCHEDULE 13G
 
CUSIP No.  88362T103
 
Page 2 of 10 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Kempen Capital Management N.V.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
The Netherlands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
2,724,658
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
3,299,670
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,299,670
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.89%
12
TYPE OF REPORTING PERSON (See Instructions)
 
FI (Non-U.S. Financial Institution)
 
 
 
 
 
 
(a)
Name of Issuer.
 
Thermon Group Holdings, Inc.
 
(b)
Address of Issuer’s Principal Executive Offices.
 
Building 300, Suite 200 7171 Southwest Parkway, Austin, Texas 78735, United States
 
Item 2.
 
(a)
Name of Person Filing.
 
Kempen Capital Management N.V.
 
(b)
Address of Principal Business Office or, if none, Residence.
 
Beethovenstraat 300, 1077WZ Amsterdam, The Netherlands.
 
(c)
Citizenship.
 
The Netherlands
 
(d)
Title of Class of Securities.
 
Common Shares
 
(e)
CUSIP Number.
 
88362T103
 
Item 3. 
If this statement is filed pursuant to § 240.13d-1(b) or § 240.13d-2(b) or (c), check whether the person filing is a:
 
(a)
o
Broker or dealer registered under Section 15 of the Act.
 
(b)
o
Bank as defined in section 3(a)(6) of the Act.
 
 
 
 
 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act.
 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940.
 
(e)
o
An investment adviser in accordance with § 240.13(d)-1(b)(1)(ii)(E).
 
(f)
o
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).
 
(g)
o
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
 
(h)
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.
 
(j)
x
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J).
 
(k)
o
Group, in accordance with § 240.13d-1(b)(1)(ii)(J).
 
If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:The Reporting Person is a licensed investment fund manager and portfolio manager registered with the Authority for the Financial Markets in the Netherlands.
 
Item 4. 
Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)
Amount Beneficially Owned:  3,299,670.
 
(b)
Percent of Class:  9.89%
 
(c)
Number of shares as to which the person has:
 
 
(i)
sole power to vote or to direct the vote 2,724,658.
 
 
(ii)
shared power to vote or to direct the vote __0,0______.
 
 
(iii)
sole power to dispose or to direct the disposition of 3,299,670.
 
 
(iv)
shared power to dispose or to direct the disposition of 0,0.
 
 
 
 
 
Item 5. 
Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following .
 
Item 6. 
Ownership of More than Five Percent on Behalf of Another Person.
 
Not applicable.
 
Item 7. 
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
 
Not applicable.
 
Item 8. 
Identification and Classification of Member of the Group.
 
Not applicable.
 
Item 9. 
Notice of Dissolution of Group.
 
Not applicable.
 
Item 10. 
Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
 
 
 
 
 
 
 
 
 
 
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
Kempen Capital Management N.V.
       
 
By:
  /s/ E.J.G. Jansen
   
Name:
  E.J.G. Jansen
   
Title:
 Managing Director - COO
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
Kempen Capital Management N.V.
       
 
By:
  /s/ W.H. van Houwelingen
   
Name:
  W.H. van Houwelingen
   
Title:
 Managing Director - CEO