Edgar Filing: CHS Private Equity V LP

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CHS Private Equity V LP

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	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

10 SOUTH WACKER DRIVE, SUITE 3175

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2011

(Street)

CHICAGO, IL 60606

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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	05/10/2011		S		4,305,008	D	$ 12	9,552,017 ⁽¹⁾	D
Common Stock	05/10/2011		J		72,458 ⁽²⁾	D	$ 0	9,479,559 ⁽¹⁾	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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CHS Private Equity V LP 10 SOUTH WACKER DRIVE, SUITE 3175 CHICAGO, IL 60606		X
CHS Management V LP 10 SOUTH WACKER DRIVE, SUITE 3175 CHICAGO, IL 60606		X
CHS Capital LLC 10 SOUTH WACKER DRIVE, SUITE 3175 CHICAGO, IL 60606		X

Signatures

Brian P. Simmons, for CHS Private Equity V LP		05/10/2011
^**Signature of Reporting Person		Date
Brian P. Simmons, for CHS Management V LP		05/10/2011
^**Signature of Reporting Person		Date
Brian P. Simmons, for CHS Capital LLC		05/10/2011
^**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)	CHS Private Equity V LP is the record holder of these securities. CHS Capital LLC is the general partner of CHS Management V LP, which in turn is the general partner of CHS Private Equity V LP. CHS Capital LLC and CHS Management V LP disclaim beneficial ownership of the securities owned by CHS Private Equity V LP except to the extent of a pecuniary interest therein.
(2)	CHS Private Equity V LP is making a distribution of the net proceeds received by it from the initial public offering of Thermon Group Holdings, Inc. ("Thermon") to its partners. CHS Management V LP, its general partner, elected to receive a portion of its distribution in the form of shares of Thermon common stock and received 72,458 shares of Thermon common stock in respect thereof. CHS Management V LP has entered into a lock up agreement with Barclays Capital Inc. and Jefferies & Company, Inc., the representatives of the underwriters for Thermon's initial public offering, restricting the sale of such shares until November 1, 2011, subject to extension under certain circumstances. CHS Capital LLC disclaims beneficial ownership of the securities owned by CHS Management V LP except to the extent of a pecuniary interest therein.

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.