TDR Capital II Investments LP - May 23, 2024 Form 4 Insider Report for Target Hospitality Corp. (TH)

Role: 10%+ Owner
Signature: MFA Global S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Liquidator
Stock symbol: TH
Transactions as of: May 23, 2024
Transactions value $: $0
Form type: 4
Date filed: 5/28/2024, 03:30 PM
Previous filing: May 22, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TH	Restricted Stock Units	Other	$0	+13K		$0.00	13K	May 23, 2024	Common Stock	13K		By Arrow Holdings S.a r.l.	F1, F2, F3, F4, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	On May 23, 2024, Stephen Robertson was granted 12,998 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.
F3	Immediately following such grant, Mr. Robertson transferred the RSUs to Arrow Holdings S.a r.l. ("Arrow"). Upon transfer to Arrow, the RSUs vest in accordance with the same terms and conditions of the initial grant.
F4	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.
F5	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 S.a r.l. ("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 managing partners of TDR Capital LLP, Gary Lindsay and Thomas Mitchell may be deemed the beneficial owners of such securities of the Issuer held by Arrow and MFA Holdings.
F6	Each of TDR Capital II Investments LP, TDR Capital LLP, Manjit Dale, Gary Lindsay and Thomas Mitchell (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.