Troy C. Schrenk - 24 Feb 2023 Form 4 Insider Report for Target Hospitality Corp. (TH)

Role: Chief Commercial Officer
Signature: /s/ Heidi D. Lewis, as Attorney-in-Fact on behalf of Troy C. Schrenk
Issuer symbol: TH
Transactions as of: 24 Feb 2023
Net transactions value: -$1,822,397
Form type: 4
Filing time: 28 Feb 2023, 15:04:52 UTC
Previous filing: 30 Dec 2022
Next filing: 03 Mar 2023
SEC: View on sec.gov

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		+24,917	+69%		61,021	24 Feb 2023	Direct	F1
transaction	TH	Common Stock, par value $0.0001 per share	Tax liability	$91,733	-6,067	-9.9%	$15.12	54,954	24 Feb 2023	Direct	F2
transaction	TH	Common Stock, par value $0.0001 per share	Options Exercise		+47,619	+87%		102,573	25 Feb 2023	Direct	F1
transaction	TH	Common Stock, par value $0.0001 per share	Tax liability	$281,746	-18,634	-18%	$15.12	83,939	25 Feb 2023	Direct	F2
transaction	TH	Common Stock, par value $0.0001 per share	Options Exercise	$194,566	+108,696	+129%	$1.79	192,635	25 Feb 2023	Direct
transaction	TH	Common Stock, par value $0.0001 per share	Disposed to Issuer	$1,643,484	-108,696	-56%	$15.12	83,939	25 Feb 2023	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	Restricted Stock Units	Options Exercise	$0	-24,917	-12%	$0.000000	188,776	24 Feb 2023	Common Stock	24,917		Direct	F1, F3
transaction	TH	Restricted Stock Units	Options Exercise	$0	-47,619	-25%	$0.000000	141,157	25 Feb 2023	Common Stock	47,619		Direct	F1, F3
transaction	TH	Stock Appreciation Rights	Options Exercise	$0	-108,696	-50%	$0.000000	108,695	25 Feb 2023	Common Stock	108,696	$1.79	Direct	F4

* 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	Restricted stock units withheld for payment of tax liability upon vesting of 24,917 RSUs on 02/24/2023 and 47,619 RSUs on 02/25/2023. Stock price reflects closing stock price as of February 24, 2023, the last business day prior to vest.
F3	Total includes unvested RSUs from the following grants: 99,668 RSUs granted on February 24, 2022 which vest in four equal installments on each of the first four anniversaries of the grant date beginning on February 24, 2023; 95,238 RSUs granted on February 25, 2021 which vest 50% on the second anniversary of the grant date and the remaining 50% on the third anniversary of the grant date; 21,414 RSUs granted on March 4, 2020 which vest in four equal annual installments on each of the first four anniversaries of the grant date beginning on March 4, 2021; and 32,318 RSUs granted on May 21, 2019 which vest in four equal annual installments on each of the first four anniversaries of the grant date beginning on May 21, 2020. Awards are subject to the terms of the respective RSU award agreements and subject to the Target Hospitality Corp. 2019 Incentive Award Plan, as amended.
F4	The Stock Appreciation Rights ("SARs"), reported on this Form 4, represent upon exercise the right to receive payment in cash or stock, at the Issuer's discretion, the amount of the increase from the grant date price and fair market value pursuant to the terms and conditions of the Target Hospitality Corp. 2019 Incentive Award Plan, as amended, and the SAR Award Agreement entered into between the Issuer and the Reporting Person as of February 25, 2021 (the "SAR Award Agreement"). The SARs vest 50% on the second anniversary of the grant date and the remaining 50% on the third anniversary of the grant date, subject to the terms and conditions of the Target Hospitality Corp. 2019 Incentive Award Plan, as amended and SAR Award Agreement.