SEC Form SC 13G filed by Thermon Group Holdings Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ 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 (“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).

* See Item 4 for additional information.

Thermon Group Holdings, Inc. (the “Company”)

7171 Southwest Parkway

Building 300

Suite 200

Austin, Texas 78735

This report on Schedule 13G is being filed by Harvey Partners, LLC, a Delaware limited liability company (the “Reporting Person”).

120 White Plains Road

Suite 430

Tarrytown, NY 10591

Harvey Partners, LLC, a Delaware limited liability company.

Common Stock, $0.001 par value per share (the “Common Stock”)

88362T103

Not Applicable.

* Based on the information set forth in the Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission on February 2, 2023, there were 33,503,561 shares of the Company’s Common Stock outstanding as of February 1, 2023. As of December 31, 2022, Harvey SMidCap Fund, LP, a Delaware limited partnership (“SMidCap Fund”), held 157,464 shares of Common Stock and Harvey Master Fund, L.P., a Cayman Islands exempted limited partnership (“Master Fund”), held 112,110 shares of Common Stock. The Reporting Person is the investment manager of SMidCap Fund and Master Fund, and as such, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company held by SMidCap Fund and Master Fund. As of December 31, 2022, the Reporting Person held 1,592,526 shares of Common Stock in managed accounts. James A. Schwartz and Jeffrey C. Moskowitz, the Managing Members of the Reporting Person, share voting and investment power with respect to all securities beneficially owned by the Reporting Person. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, the Reporting Person is deemed to beneficially own 1,862,100 shares of Common Stock, or 5.6% of the Common Stock deemed issued and outstanding as of December 31, 2022.

As of December 31, 2022, the Reporting Person is deemed to have sole dispositive authority over 1,862,100 shares of Common Stock and sole voting authority over 1,784,441 shares of Common Stock but does not have voting authority over 77,659 shares of Common Stock held in managed accounts.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the owner of more than five percent of the class of securities, check the following: [  ]

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

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.

Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).