Stephen Robertson - May 18, 2022 Form 4 Insider Report for Target Hospitality Corp. (TH)

Role: Director, 10%+ Owner
Signature: /s/ Heidi D. Lewis, as Attorney-in-Fact on behalf of Stephen Robertson
Stock symbol: TH
Transactions as of: May 18, 2022
Transactions value $: $0
Form type: 4
Date filed: 5/20/2022, 04:30 PM
Previous filing: Jan 4, 2022
Next filing: Dec 16, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TH	Common Stock, par value $0.0001 per share	Options Exercise		+96.2K	+0.15%		65.3M	May 18, 2022	See footnote	F1, F2, F5, F6, F7

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	Options Exercise	$0	-96.2K	-100%	$0.00^*	0	May 18, 2022	Common Stock	96.2K		Direct	F1, F3
transaction	TH	Restricted Stock Units	Award	$0	+39.4K		$0.00	39.4K	May 19, 2022	Common Stock	39.4K		Direct	F1, F3
transaction	TH	Restricted Stock Units	Other	$0	-39.4K	-50%	$0.00	39.4K	May 19, 2022	Common Stock	39.4K		by Arrow Holdings S.A.R.L.	F1, F3, F4, F5, F6, F7

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

Explanation of Responses:

Id	Content
F1	Each restricted stock unit 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	Includes 175,000 shares of Common Stock owned directly by the Reporting Person following the Reported Transaction. The remaining shares of Common Stock beneficially owned following the Reported Transaction are held by MFA Global S.a r.l. ("MFA Global") and Arrow Holding S.a r.l ("Arrow").
F3	On May 18, 2021, Stephen Robertson was granted 96,154 restricted stock units ("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 (the "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 ("BOD"). On May 19, 2022, Mr. Robertson was granted 39,370 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 Plan and the award agreements entered into between the Issuer and Mr. Robertson. Subject to certain exceptions, vested sh
F4	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.
F5	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.
F6	Modulaire Holding S.a r.l. ("Modulaire Holdings") is the controlling shareholder of MFA Limited Partnership SLP ("MFA SLP" and together with Modulaire Holdings and MFA Global, the "Modulaire Entities"), which is the controlling shareholder of MFA Global. TDR Capital II Investments LP, as the controlling shareholder of Modulaire 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 founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such securities of the Issuer held by Arrow and Modulaire Holdings.
F7	Each of TDR Capital II Investments LP, TDR Capital LLP, Stephen Robertson and Manjit Dale (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.