Thermon : Statement of changes in beneficial ownership of securities

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

(Print or Type Responses)

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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1. Name and Address of Reporting Person *

2. Issuer Name and Ticker or Trading Symbol

5. Relationship of Reporting Person(s) to Issuer

NESSER JOHN T III

Thermon Group Holdings, Inc. [THR]

(Check all applicable)

__X__ Director

_____ 10% Owner

(Last)

(First)

(Middle)

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

_____ Officer (give title below)

_____ Other (specify below)

7171 SOUTHWEST PARKWAY, BUILDING

08/10/2020

300, SUITE 200

(Street)

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

AUSTIN, TX 78735

___ 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

2. Transaction

2A. Deemed

3. Transaction

4. Securities Acquired

5. Amount of Securities

6.

7. Nature

(Instr. 3)

Date

Execution Date, if

Code

(A) or Disposed of (D)

Beneficially Owned Following

Ownership

of Indirect

(Month/Day/Year)

any

(Instr. 8)

(Instr. 3, 4 and 5)

Reported Transaction(s)

Form:

Beneficial

(Month/Day/Year)

(Instr. 3 and 4)

Direct (D)

Ownership

(A)

or Indirect

(Instr. 4)

or

(I)

Code

V

Amount

(D)

Price

(Instr. 4)

Common Stock

08/10/2020

P

326

A

$

29,500

D

14.74

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

Persons who respond to the collection of information

SEC 1474 (9-02)

contained in this form are not required to respond unless

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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

2.

3. Transaction

3A. Deemed

4.

5.

6. Date Exercisable

7. Title and

8. Price of

9. Number of

10.

11. Nature

Derivative

Conversion

Date

Execution Date, if

Transaction

Number

and Expiration Date

Amount of

Derivative

Derivative

Ownership

of Indirect

Security

or Exercise

(Month/Day/Year)

any

Code

of

(Month/Day/Year)

Underlying

Security

Securities

Form of

Beneficial

(Instr. 3)

Price of

(Month/Day/Year)

(Instr. 8)

Derivative

Securities

(Instr. 5)

Beneficially

Derivative

Ownership

Derivative

Securities

(Instr. 3 and

Owned

Security:

(Instr. 4)

Security

Acquired

4)

Following

Direct (D)

(A) or

Reported

or Indirect

Disposed

Transaction(s)

(I)

of (D)

(Instr. 4)

(Instr. 4)

(Instr. 3,

4, and 5)

Amount

Date

Expiration

or

Title

Number

Exercisable

Date

of

Code

V

(A)

(D)

Shares

Reporting Owners

Relationships

Reporting Owner Name / Address

Director 10%

Officer

Other

Owner

NESSER JOHN T III

7171 SOUTHWEST PARKWAY X BUILDING 300, SUITE 200 AUSTIN, TX 78735

Signatures

/s/ Ryan Tarkington, Attorney-in-Fact		08/10/2020
**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).

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.