Form Type: 4

SEC EDGAR Link
Accession Number:0001104659-20-080708
Date:2020-06-30
Issuer: TARGET HOSPITALITY CORP. (TH)
Original Submission Date:

Reporting Person:

TDR CAPITAL LLP
20 BENTINCK STREET
LONDON, X0 W1U 2EU

Reporting Person:

DALE MANJIT
C/O TDR CAPITAL LLP
20 BENTINCK STREET LONDON, X0 W1U 2EU

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK, PAR VALUE $0.0001 PER SHARE 2020-06-30 M 10,552 a $0.00 64,777,668 indirect f7,f8,f9,f10,f11
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNITS 0.0 2020-06-30 deemed execution date M 10,552 (d) common stock 10,552 $0.00 217,733 indirect by arrow holdings s.a r.l.
Footnotes
IDfootnote
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 includes (i) 15,628,865 shares of common stock held by algeco investments b.v. ("algeco") and (ii) 49,148,803 shares of common stock held by arrow holdings s.a r.l. ("arrow").
f3 on may 21, 2019, stephen robertson was granted 27,322 restricted stock units ("rsus"), and gary lindsay was granted 10,929 rsus which vest in full on the first anniversary of the grant date or, if earlier, the date of the first annual meeting of the stockholders of the issuer following the grant date, subject to the terms and conditions of the previously disclosed target hospitality corp. 2019 incentive award plan (the "plan") and the award agreements entered into between the issuer and mr. robertson and mr. lindsay, respectively. subject to certain exceptions, vested shares will be delivered upon separation of service from the board of directors of the issuer ("bod").
f4 on may 20, 2020, mr. robertson was granted 140,449 rsus and mr. lindsay was granted 56,180 rsus which vest in full on the first anniversary of the grant date or, if earlier, the date of the first annual meeting of the stockholders of the issuer following the grant date, subject to the plan and award agreement. subject to certain exceptions, vested shares will be delivered upon separation of service from the bod.
f5 immediately following the grant of rsus, each of mr. robertson and mr. lindsay transferred the rsus to arrow which holds certain securities of target hospitality corp. on behalf of tdr capital ii holdings lp, the investment fund managed by tdr capital llp.
f6 total also includes, as contemplated by the director retainer reduction equity award program, 24,351 rsus granted to mr. robertson and 7,305 rsus granted to mr. lindsay on april 1, 2020 which vest ratably on june 30, september 30 and december 31, 2020 subject to the plan and the award agreements entered into between the issuer and mr. robertson and mr. lindsay, respectively.
f7 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.
f8 algeco holding s.a r.l. ("algeco holdings") is the controlling shareholder of algeco limited partnership slp ("algeco slp"), which is the controlling shareholder of algeco global s.a r.l. ("algeco global") which is the controlling shareholder of algeco investments 1 s.a r.l. (lux) ("algeco investments 1"), which is the sole shareholder of algeco investments 2 s.a r.l. (lux) ("algeco investments 2"), which is the sole shareholder of algeco investments 3 s.a r.l. (lux) ("algeco investments 3" and together with algeco holdings, algeco global, algeco slp, algeco investments 1 and algeco investments 2, the "algeco entities").
f9 algeco investments 3 holds 40% of the share capital of algeco, and algeco investments 2 holds the remaining 60%.
f10 tdr capital ii investments lp, as the controlling shareholder of algeco holdings may be deemed the beneficial owner of the securities of the issuer held by algeco. 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 algeco. as founding partners of tdr capital llp, stephen robertson and manjit dale may be deemed the beneficial owners of such securities of the issuer held by arrow and algeco.
f11 each of tdr capital ii investments lp, tdr capital llp, stephen robertson and manjit dale (the "tdr persons") may be deemed to be 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 are the beneficial owners of any of the securities reported herein.
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