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 *
Buntin David
  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)
SVP, Thermon Heat Tracing
(Last)
(First)
(Middle)
7171 SOUTHWEST PARKWAY, BUILDING 300, SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
05/16/2022
(Street)

AUSTIN, TX 78735
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 05/16/2022   A   3,081 (1) A $ 0 36,457 D  
Common Stock 05/16/2022   F   805 (2) D $ 14.95 (3) 35,652 (4) D  

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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Buntin David
7171 SOUTHWEST PARKWAY
BUILDING 300, SUITE 200
AUSTIN, TX 78735
      SVP, Thermon Heat Tracing  

Signatures

 /s/ Ryan Tarkington, Attorney-in-Fact   05/18/2022
**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) On June 1, 2019, the reporting person was granted a performance unit award vesting on March 31, 2022, subject to the Issuer's compensation committee certifying certain relative total shareholder return performance during the applicable performance period as further specified in the equity award agreement. Of the 2,465 target shares eligible to be earned based upon the Issuer's performance for the performance period ended March 31, 2022, the reporting person actually earned 125%, or 3,081 shares. The Issuer's compensation committee certified the achievement of the performance goal on May 16, 2022.
(2) These shares were surrendered for tax payment upon the release of shares in satisfaction of performance stock units.
(3) Sales price is the fair market value on Monday, May 16, 2022.
(4) Includes 20,840 restricted stock units held by the reporting person.

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