John Travis Kelley - Feb 24, 2023 Form 4 Insider Report for Target Hospitality Corp. (TH)

Role: EVP - Operations
Signature: /s/ Heidi D. Lewis, as Attorney-in-Fact on behalf of John Travis Kelley
Stock symbol: TH
Transactions as of: Feb 24, 2023
Transactions value $: -$144,986
Form type: 4
Date filed: 2/28/2023, 03:06 PM
Previous filing: Jul 13, 2022
Next filing: Mar 3, 2023

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		+15.6K	+87.3%		33.4K	Feb 24, 2023	Direct	F1
transaction	TH	Common Stock, par value $0.0001 per share	Tax liability	-$57.3K	-3.79K	-11.35%	$15.12	29.6K	Feb 24, 2023	Direct	F2
transaction	TH	Common Stock, par value $0.0001 per share	Options Exercise		+23.8K	+80.39%		53.4K	Feb 25, 2023	Direct	F1
transaction	TH	Common Stock, par value $0.0001 per share	Tax liability	-$87.7K	-5.8K	-10.85%	$15.12	47.6K	Feb 25, 2023	Direct	F2

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	-15.6K	-12.67%	$0.00	107K	Feb 24, 2023	Common Stock	15.6K		Direct	F1, F3
transaction	TH	Restricted Stock Units	Options Exercise	$0	-23.8K	-22.18%	$0.00	83.5K	Feb 25, 2023	Common Stock	23.8K		Direct	F1, F3

* 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 15,573 RSUs on 02/24/2023 and 23,810 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: 62,292 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; 47,619 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 9,234 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.