John Travis Kelley - May 21, 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: May 21, 2023
Transactions value $: -$14,165
Form type: 4
Date filed: 5/22/2023, 04:37 PM
Previous filing: Mar 14, 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		+2.31K	+4.47%		54K	May 21, 2023	Direct	F1
transaction	TH	Common Stock, par value $0.0001 per share	Tax liability	-$14.2K	-908	-1.68%	$15.60	53.1K	May 21, 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	-2.31K	-2.63%	$0.00	85.5K	May 21, 2023	Common Stock	2.31K		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 2,309 RSUs on 05/21/2023. Stock price reflects closing stock price as of May 19, 2023, the last business day prior to vest.
F3	Total includes unvested RSUs from the following grants: 9,615 RSUs granted on March 1, 2023 which vest in four equal installments on each of the first four anniversaries of the grant date beginning on March 1, 2024; 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; and 21,414 RSUs granted on March 4, 2020 which vest in four equal installments on each of the first four anniversaries of the grant date beginning on March 4, 2021. 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.