Heidi D. Lewis - Dec 22, 2022 Form 4 Insider Report for Target Hospitality Corp. (TH)

Role: EVP, General Counsel & Sec
Signature: /s/ Heidi D. Lewis
Stock symbol: TH
Transactions as of: Dec 22, 2022
Transactions value $: -$142,386
Form type: 4
Date filed: 12/27/2022, 03:30 PM
Previous filing: Jul 13, 2022
Next filing: Feb 28, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership
transaction	TH	Common Stock, par value $0.0001 per share	Options Exercise	$179K	+39.7K	+196.44%	$4.51	59.9K	Dec 22, 2022	Direct
transaction	TH	Common Stock, par value $0.0001 per share	Tax liability	-$286K	-18.3K	-30.61%	$15.62	41.6K	Dec 22, 2022	Direct
transaction	TH	Common Stock, par value $0.0001 per share	Options Exercise	$243K	+22.5K	+54.04%	$10.83	64K	Dec 22, 2022	Direct
transaction	TH	Common Stock, par value $0.0001 per share	Tax liability	-$278K	-17.8K	-27.81%	$15.63	46.2K	Dec 22, 2022	Direct

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	Employee Stock Option (right to buy)	Options Exercise	$0	-39.7K	-50%	$0.00	39.7K	Dec 22, 2022	Common Stock	39.7K	$4.51	Direct	F1
transaction	TH	Employee Stock Option (right to buy)	Options Exercise	$0	-22.5K	-75%	$0.00	7.49K	Dec 22, 2022	Common Stock	22.5K	$10.83	Direct	F2

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

Explanation of Responses:

Id	Content
F1	The options reported in this footnote 1 represent the right upon vesting to buy shares of common stock of the Issuer, par value $0.0001 per share ("Common Stock"), pursuant to the terms and conditions of the Target Hospitality Corp. 2019 Incentive Award Plan (as amended, the "Plan") and the Nonqualified Stock Option Award Agreement entered into between the Issuer and the Reporting Person as of March 4, 2020 (the "2020 Option Award Agreement"). The options reported in this footnote 1 vest in equal installments on each of the first four anniversaries of the grant date beginning on March 4, 2021, subject to the terms and conditions of the Plan and 2020 Option Award Agreement.
F2	The options reported in this footnote 2 represent the right upon vesting to buy shares of Common Stock pursuant to the terms and conditions of the Plan and the Nonqualified Stock Option Award Agreement entered into between the Issuer and the Reporting Person as of May 21, 2019 (the "2019 Option Award Agreement"). The options reported in this footnote 2 vest in equal installments on each of the first four anniversaries of the grant date beginning on May 21, 2020, subject to the terms and conditions of the Plan and 2019 Option Award Agreement.

Content

The options reported in this footnote 1 represent the right upon vesting to buy shares of common stock of the Issuer, par value $0.0001 per share ("Common Stock"), pursuant to the terms and conditions of the Target Hospitality Corp. 2019 Incentive Award Plan (as amended, the "Plan") and the Nonqualified Stock Option Award Agreement entered into between the Issuer and the Reporting Person as of March 4, 2020 (the "2020 Option Award Agreement"). The options reported in this footnote 1 vest in equal installments on each of the first four anniversaries of the grant date beginning on March 4, 2021, subject to the terms and conditions of the Plan and 2020 Option Award Agreement.

The options reported in this footnote 2 represent the right upon vesting to buy shares of Common Stock pursuant to the terms and conditions of the Plan and the Nonqualified Stock Option Award Agreement entered into between the Issuer and the Reporting Person as of May 21, 2019 (the "2019 Option Award Agreement"). The options reported in this footnote 2 vest in equal installments on each of the first four anniversaries of the grant date beginning on May 21, 2020, subject to the terms and conditions of the Plan and 2019 Option Award Agreement.