Ownership Submission

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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3235-0287

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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)
Chief Financial Officer

(Last)

(First)

(Middle)

100 THERMON DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2015

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/31/2015		M		1,481 ⁽¹⁾	A	$ 0	19,946	D
Common Stock	07/31/2015		F		405 ⁽²⁾	D	$ 24.13	19,541	D
Common Stock	08/01/2015		M		2,696 ⁽¹⁾	A	$ 0	22,237	D
Common Stock	08/01/2015		F		737 ⁽²⁾	D	$ 24.13	21,500	D
Common Stock	08/02/2015		M		2,711 ⁽¹⁾	A	$ 0	24,211	D
Common Stock	08/02/2015		F		741 ⁽²⁾	D	$ 24.13	23,470	D
Common Stock	12/14/2015		P		1,000	A	$ 16.58	24,470	D

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)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

$ 0

07/30/2015

4,476

07/30/2016⁽³⁾

07/30/2018⁽³⁾

Common Stock

4,476.00

$ 0

4,476

Performance Units

$ 0

07/30/2015

9,035

03/31/2018⁽⁴⁾

Common Stock

9,035.00 ⁽⁴⁾

$ 0

9,035 ⁽⁴⁾

Restricted Stock Units

$ 0

07/31/2015

1,481

07/31/2015⁽⁵⁾

07/31/2017⁽⁵⁾

Common Stock

1,481.00

$ 0

2,963

Restricted Stock Units

$ 0

08/01/2015

2,696

08/01/2014⁽⁶⁾

08/01/2016⁽⁶⁾

Common Stock

2,696.00

$ 0

2,697

Restricted Stock Units

$ 0

08/02/2015

2,711

08/02/2013⁽⁷⁾

08/02/2015⁽⁷⁾

Common Stock

2,711.00

$ 0

Performance Units

$ 0

03/31/2014⁽⁸⁾

03/31/2016⁽⁸⁾

Common Stock

2,697.00 ⁽⁸⁾

2,697 ⁽⁸⁾

Performance Units

$ 0

03/31/2017⁽⁹⁾

Common Stock

8,480.00 ⁽⁹⁾

8,480 ⁽⁹⁾

Stock Option (Right to Buy)

$ 12.00

05/04/2012⁽¹⁰⁾

05/04/2021

Common Stock

2,000.00

2,000

Reporting Owners

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

Signatures

/s/ Jay Peterson by Sarah Alexander as attorney in fact		01/12/2016
^**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)	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 July 30, 2015, the reporting person was granted a restricted stock unit award vesting in equal annual installments on the first, second and third anniversaries of the award.
(4)	On July 30, 2015, the reporting person was granted a performance unit award vesting on March 31, 2018. The actual number of shares earned in settlement of the award depends on the achievement of certain predetermined performance goals and ranges from 0% below target to 200% at maximum. The number of shares reflected on this filing represents the remaining unvested performance units at the target performance level.
(5)	On July 31, 2014, the reporting person was granted a restricted stock unit award vesting in equal annual installments on the first, second and third anniversaries of the award.
(6)	On August 1, 2013, the reporting person was granted a restricted stock unit award vesting in equal annual installments on the first, second and third anniversaries of the award.
(7)	On August 2, 2012, the reporting person was granted a restricted stock unit award vesting in equal annual installments on the first, second and third anniversaries of the award.
(8)	On August 1, 2013, the reporting person was granted a performance unit award vesting in equal annual installments on March 31, 2014, 2015 and 2016. The actual number of shares earned in settlement of the award depends on the achievement of certain predetermined performance goals and ranges from 0% below target to 200% at maximum. The number of shares reflected on this filing represents the remaining unvested performance units at the target performance level.
(9)	On July 31, 2014, the reporting person was granted a performance unit award vesting on March 31, 2017. The actual number of shares earned in settlement of the award depends on the achievement of certain predetermined performance goals and ranges from 0% below target to 200% at maximum. The number of shares reflected on this filing represents the remaining unvested performance units at the target performance level.
(10)	On May 4, 2011, the reporting person was granted a stock option award vesting in equal annual installments on the first, second, third, fourth and fifth anniversaries of the award.

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.