Target Hospitality Corp.

05/22/2024 | Press release | Distributed by Public on 05/22/2024 18:14

Statement of Changes in Beneficial Ownership - Form 4

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 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
TDR Capital II Investments LP
2. Issuer Name and Ticker or Trading Symbol
Target Hospitality Corp. [TH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O TDR CAPITAL LLP , 20 BENTINCK STREET
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
LONDON X0 W1U 2EU
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Join/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 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 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 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TDR Capital II Investments LP
C/O TDR CAPITAL LLP
20 BENTINCK STREET
LONDON, X0W1U 2EU



Arrow Holdings S.a.r.l.
C/O TDR CAPITAL LLP
20 BENTINCK STREET
LONDON, X0W1U 2EU



MFA Holding S.a.r.l.
C/O TDR CAPITAL LLP
20 BENTINCK STREET
LONDON, X0W1U 2EU



MFA Limited Partnership SLP
C/O TDR CAPITAL LLP
20 BENTINCK STREET
LONDON, X0W1U 2EU



MFA Global S.a.r.l.
C/O TDR CAPITAL LLP
20 BENTINCK STREET
LONDON, X0W1U 2EU



TDR Capital LLP
C/O TDR CAPITAL LLP
20 BENTINCK STREET
LONDON, X0W1U 2EU



Sapphire Holding S.a r.l.
C/O TDR CAPITAL LLP
20 BENTINCK STREET
LONDON, X0W1U 2EU



Lindsay Gary
C/O TDR CAPITAL LLP
20 BENTINCK STREET
LONDON, X0W1U 2EU



DALE MANJIT
C/O TDR CAPITAL LLP
20 BENTINCK STREET
LONDON, X0W1U 2EU



Signatures

MFA Global S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Liquidator 2024-05-22
**Signature of Reporting Person Date
MFA Limited Partnership SLP, By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Manager, MFA G.P. S.a r.l. 2024-05-22
**Signature of Reporting Person Date
MFA Holding S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Class A Manager 2024-05-22
**Signature of Reporting Person Date
Arrow Holdings S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Class A Manager 2024-05-22
**Signature of Reporting Person Date
Sapphire Holding S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Class A Manager 2024-05-22
**Signature of Reporting Person Date
TDR Capital II Investments LP, By: /s/ Blair Thompson, Name: Blair Thompson, Title: Authorised Signatory 2024-05-22
**Signature of Reporting Person Date
TDR Capital LLP, By: /s/ Blair Thompson, Name: Blair Thompson, Title: Authorised Signatory 2024-05-22
**Signature of Reporting Person Date
/s/ Manjit Dale 2024-05-22
**Signature of Reporting Person Date
/s/ Gary Lindsay 2024-05-22
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(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) Each restricted stock unit ("RSU") represents a contingent right to receive upon vesting one share of common stock of the Issuer, par value $0.0001 per share ("Common Stock"), or its cash equivalent.
(2) Includes (i) 15,628,865 shares of Common Stock held by MFA Global S.a r.l. ("MFA Global") and (ii) 48,984,140 shares of Common Stock held by Arrow Holdings S.a r.l. ("Arrow")
(3) On May 18, 2023, Stephen Robertson was granted 10,288 RSUs which vest in full on the first anniversary of the grant date or, if earlier, the date of the first annual meeting of the stockholders of the Issuer following the grant date, subject to the terms and conditions of the previously disclosed Target Hospitality Corp. 2019 Incentive Award Plan and the award agreements entered into between the Issuer and Mr. Robertson. Subject to certain exceptions, vested shares will be delivered upon separation of service from the Board of Directors of the Issuer. Immediately following such grant, Mr. Robertson transferred the RSUs to Arrow. Upon transfer to Arrow, the RSUs vest in accordance with the same terms and conditions of the initial grant.
(4) As the controlling shareholder of Arrow, TDR Capital II Investments LP, may be deemed the beneficial owner of the securities of the Issuer held by Arrow. Sapphire Holding S.a r.l. is the direct shareholder of Arrow and wholly owned by TDR Capital II Investments LP.
(5) MFA Holding S.a r.l. ("MFA Holdings") is the controlling shareholder of MFA Limited Partnership SLP ("MFA SLP" and together with MFA Holdings and MFA Global, the "MFA Entities"), which is the controlling shareholder of MFA Global. TDR Capital II Investments LP, as the controlling shareholder of MFA Holdings, may be deemed the beneficial owner of the securities of the Issuer held by MFA Global. As manager of TDR Capital II Investments LP, TDR Capital LLP may be deemed the beneficial owner of such securities of the Issuer held by Arrow and MFA Global. As a founding partner of TDR Capital LLP, Manjit Dale may be deemed the beneficial owner of such securities of the Issuer held by Arrow and MFA Holdings. As a managing partner of TDR Capital LLP, Gary Lindsay may be deemed the beneficial owner of such securities of the Issuer held by Arrow and MFA Holdings.
(6) Each of TDR Capital II Investments LP, TDR Capital LLP, Manjit Dale and Gary Lindsay (the "TDR Persons") may be deemed the beneficial owner of all or a portion of the securities reported herein. Each of the TDR Persons disclaims beneficial ownership of the securities of the Issuer, except to the extent of its or his pecuniary interest therein. The filing of this report shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or otherwise, the TDR Persons are the beneficial owners of any of the securities reported herein.
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.