John Travis Kelley - Mar 10, 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: Mar 10, 2023
Transactions value $: -$808,155
Form type: 4
Date filed: 3/14/2023, 07:05 AM
Previous filing: Mar 7, 2023
Next filing: May 22, 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	$97.3K	+54.3K	+105.16%	$1.79	106K	Mar 10, 2023	Direct
transaction	TH	Common Stock, par value $0.0001 per share	Disposed to Issuer	-$905K	-54.3K	-51.26%	$16.66	51.7K	Mar 10, 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	Stock Appreciation Rights	Options Exercise	$0	-54.3K	-50%	$0.00	54.3K	Mar 10, 2023	Common Stock	54.3K	$1.79	Direct	F1

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

Explanation of Responses:

Id	Content
F1	The Stock Appreciation Rights ("SARs"), reported on this Form 4, represent upon vesting 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.

Content

The Stock Appreciation Rights ("SARs"), reported on this Form 4, represent upon vesting 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.