| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TH | Restricted Stock Units | Award | $0 | +13K | $0.00 | 13K | May 23, 2024 | Common Stock | 13K | Direct | F1, F2 | ||
| transaction | TH | Restricted Stock Units | Other | $0 | -13K | -50% | $0.00 | 13K | May 23, 2024 | Common Stock | 13K | By Arrow Holdings S.a.r.l. | F1, F2, F3, F4, F5, F6 |
| 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 | On May 23, 2024, the Reporting Person, was granted [xxx] Restricted Stock Units which vest in full on May 23, 2025 or, if earlier, the date of the next annual meeting of the stockholders of the Issuer, subject to the Target Hospitality Corp. 2019 Incentive Award Plan and award agreement. Subject to certain exception, vested shares will be delivered upon separation of service from the board of directors. |
| F3 | Immediately following such grant, Mr. Robertson transferred the RSUs to Arrow Holdings S.a.r.l. ("Arrow"). Upon the transfer to Arrow, the RSUs vest in accordance with the same terms and conditions of the initial grant. |
| F4 | As the controlling shareholder of Arrow, TDR Capital II Investments LP, may be deemed the beneficial owner of the securities of the Issuer held by Arrow. Sapphire Holding S.a r.l. is the direct shareholder of Arrow and wholly owned by TDR Capital II Investments LP. |
| F5 | MFA Holding S.a r.l. ("MFA Holdings") is the controlling shareholder of MFA Limited Partnership SLP ("MFA SLP" and together with MFA Holdings and MFA Global, the "MFA Entities"), which is the controlling shareholder of MFA Global. TDR Capital II Investments LP, as the controlling shareholder of MFA Holdings, may be deemed the beneficial owner of the securities of the Issuer held by MFA Global. As manager of TDR Capital II Investments LP, TDR Capital LLP may be deemed the beneficial owner of such securities of the Issuer held by Arrow and MFA Global. As founding partners of TDR Capital LLP, Mr. Robertson and Manjit Dale may be deemed the beneficial owner of such securities of the Issuer held by Arrow and MFA Holdings. As a managing partner of TDR Capital LLP, Gary Lindsay may be deemed the beneficial owner of such securities of the Issuer held by Arrow and MFA Holdings. |
| F6 | Each of TDR Capital II Investments LP, TDR Capital LLP, Manjit Dale, Gary Lindsay (the "TDR Persons") and Mr. Robertson may be deemed the beneficial owner of all or a portion of the securities reported herein. Each of the TDR Persons disclaims beneficial ownership of the securities of the Issuer, except to the extent of its or his pecuniary interest therein. The filing of this report shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or otherwise, the TDR Persons or Mr. Robertson are the beneficial owners of any of the securities reported herein. |