UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Thermon Group Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
88362T 103
(CUSIP Number)
September 21, 2012
(Date of event which requires filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule 13G is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[x] 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).
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CUSIP No. 88362T 103 Page 2 of 10 Pages
1. Names of Reporting Persons.
Crown Investment Series LLC - Series 4 (36-3908711)
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power
722,871**
6. Shared Voting Power
0
7. Sole Dispositive Power
722,871**
8. Shared Dispositive Power
0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
722,871**
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(see instructions) [_]
11. Percent of Class Represented by Amount in Row (9)
2.4%**
12. Type of Reporting Person (see instructions)
OO
**See Item 4
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CUSIP No. 88362T 103 Page 3 of 10 Pages
1. Names of Reporting Persons.
Longview Asset Management, LLC (36-4245844)
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power
0
6. Shared Voting Power
722,871**
7. Sole Dispositive Power
0
8. Shared Dispositive Power
722,871**
9. Aggregate Amount Beneficially Owned by Each Reporting Person
722,871**
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(see instructions) [_]
11. Percent of Class Represented by Amount in Row (9)
2.4%**
12. Type of Reporting Person (see instructions)
OO
**See Item 4
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CUSIP No. 88362T 103 Page 4 of 10 Pages
1. Names of Reporting Persons.
Geoffrey F. Grossman, not individually but solely as Trustee of the
Edward Memorial Trust
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power
0
6. Shared Voting Power
722,871**
7. Sole Dispositive Power
0
8. Shared Dispositive Power
722,871**
9. Aggregate Amount Beneficially Owned by Each Reporting Person
722,871**
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(see instructions) [_]
11. Percent of Class Represented by Amount in Row (9)
2.4%**
12. Type of Reporting Person (see instructions)
IN
**See Item 4
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CUSIP No. 88362T 103 Page 5 of 10 Pages
Item 1(a). NAME OF ISSUER:
Thermon Group Holdings, Inc., a Delaware corporation (the "Company")
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
100 Thermon Drive
San Marcos, Texas, 78666
Item 2(a). NAME OF PERSON FILING:
The persons filing this statement are Crown Investment Series LLC -
Series 4 ("CIS"), Longview Asset Management, LLC ("Longview") and
Geoffrey F. Grossman ("Mr. Grossman"), not individually but solely
as Trustee of the Edward Memorial Trust (the "Edward Memorial
Trust") (collectively, the "Reporting Persons").
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the business office of CIS and Longview is:
c/o Longview Asset Management, LLC
222 North LaSalle Street, Suite 2000
Chicago, Illinois 60601
The address of the business office of Mr. Grossman is:
c/o Seyfarth Shaw LLP
131 South Dearborn Street, Suite 2400
Chicago, Illinois 60603
Item 2(c). CITIZENSHIP:
Citizenship is set forth in Row 4 of the cover page for each
Reporting Person hereto and is incorporated herein by reference for
each such Reporting Person.
Item 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.001 per share (the "Common Stock")
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CUSIP No. 88362T 103 Page 6 of 10 Pages
Item 2(e). CUSIP Number: 88362T 103
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR
13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [_] Broker or dealer registered under Section 15 of the Act,
(b) [_] Bank as defined in Section 3(a)(6) of the Act,
(c) [_] Insurance company as defined in Section 3(a)(19) of the Act,
(d) [_] Investment company registered under Section 8 of the
Investment Company Act of 1940,
(e) [_] Investment Adviser in accordance Rule 13d-1(b)(1)(ii)(E),
(f) [_] Employee Benefit Plan or Endowment Fund in accordance with
Rule 13d-1(b)(1)(ii)(F),
(g) [_] Parent Holding Company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G),
(h) [_] Savings Association as defined in Section 3(b) of the Federal
Deposit Insurance Act,
(i) [_] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment Company Act
of 1940,
(j) [_] Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If filing as a non-U.S. institution in accordance with 13d-
1(b)(1)(ii)(J), please specify the type of institution:
Item 4. OWNERSHIP.
The information as of the filing date required by Item 4 is set forth in
Rows 5-11 of the cover page for each Reporting Person hereto and is
incorporated herein by reference for each such Reporting Person. The
Company's Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission for the quarter ending June 30, 2012 indicates that
there were 30,656,470 shares of Common Stock outstanding as of August 6,
2012. The percentage set forth in Row 11 of the cover page for each
Reporting Person is based on 30,656,470 shares of Common Stock outstanding.
The Reporting Persons may be deemed to beneficially own (as that term is
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the "Act")), in the aggregate, 722,871 shares of Common Stock
("Shares"). The information set forth in the cover pages hereto is
hereby incorporated by reference in its entirety herein by reference thereto.
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CUSIP No. 88362T 103 Page 7 of 10 Pages
Longview's principal business is managing investment portfolios for its
clients (collectively, the "Longview Clients"). Longview has sole
voting and dispositive power over the Shares held in Longview Clients'
securities accounts and, accordingly, is deemed to be a beneficial owner
for purposes of Rule 13d-3 under the Act. Under the terms of the
Amended and Restated Limited Liability Company Agreement of Longview,
dated July 1, 2003, Edward Memorial Trust, as Managing Member of
Longview, reserves the power to manage and control the business and
affairs of Longview. Each of Mr. Grossman, not individually but as
Trustee of the Edward Memorial Trust, the Edward Memorial Trust and
Longview disclaims beneficial ownership of the Shares, except to the
extent of a pecuniary interest therein.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following: [X]
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
Item 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
Item 10. CERTIFICATION.
By signing below each of the undersigned certifies that, to the
best of its knowledge and belief, the securities referred to
above 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.
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CUSIP No. 88362T 103 Page 8 of 10 Pages
Exhibits:
Exhibit 1: Joint Filing Agreement, dated as of October 16, 2012, by
and among Crown Investment Series LLC - Series 4, Longview Asset
Management, LLC, and Geoffrey F. Grossman, not individually but as
Trustee of the Edward Memorial Trust.
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CUSIP No. 88362T 103 Page 9 of 10 Pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to
it set forth in this statement is true, complete and correct.
DATED: October 16, 2012
CROWN INVESTMENT SERIES LLC - SERIES 4
By: Longview Asset Management, LLC, Manager
By:___/s/ Angela Newhouse_____________
Angela Newhouse, Chief Compliance Officer
LONGVIEW ASSET MANAGEMENT, LLC
By:___/s/ Angela Newhouse_____________
Angela Newhouse, Chief Compliance Officer
EDWARD MEMORIAL TRUST
By:___/s/ Geoffrey F. Grossman___________
Geoffrey F. Grossman, Trustee
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CUSIP No. 88362T 103 Page 10 of 10 Pages
EXHIBIT 1
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that
the Schedule 13G filed with the Securities and Exchange Commission on or
about the date hereof with respect to the beneficial ownership by the
undersigned of the shares of Common Stock, par value $0.001 per share,
of Thermon Group Holdings, Inc. is being filed, and all amendments
thereto will be filed, on behalf of each of the persons and entities
named below in accordance with Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
DATED: October 16, 2012
CROWN INVESTMENT SERIES LLC - SERIES 4
By: Longview Asset Management, LLC, Manager
By:___/s/ Angela Newhouse_____________
Angela Newhouse, Chief Compliance Officer
LONGVIEW ASSET MANAGEMENT, LLC
By:___/s/ Angela Newhouse_____________
Angela Newhouse, Chief Compliance Officer
EDWARD MEMORIAL TRUST
By:___/s/ Geoffrey F. Grossman___________
Geoffrey F. Grossman, Trustee