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Form 4 Target Hospitality Corp. For: May 18 Filed by: DALE MANJIT

May 22, 2024 8:14 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
TDR Capital II Investments LP

(Last) (First) (Middle)
C/O TDR CAPITAL LLP
20 BENTINCK STREET

(Street)
LONDON X0 W1U 2EU

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Target Hospitality Corp. [ TH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/18/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.0001 per share 05/18/2024   M   10,288 A (1) 64,613,005 (2) I By Arrow Holdings S.a r.l. and MFA Global S.a r.l. (4) (5) (6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 05/18/2024   M     10,288   (3)   (3) Common Stock 10,288 $ 0 0 I By Arrow Holdings S.a r.l. (4) (5) (6)
Explanation of Responses:
1. Each restricted stock unit ("RSU") 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.
2. Includes (i) 15,628,865 shares of Common Stock held by MFA Global S.a r.l. ("MFA Global") and (ii) 48,984,140 shares of Common Stock held by Arrow Holdings S.a r.l. ("Arrow")
3. On May 18, 2023, Stephen Robertson was granted 10,288 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 and the award agreements entered into between the Issuer and Mr. Robertson. Subject to certain exceptions, vested shares will be delivered upon separation of service from the Board of Directors of the Issuer. Immediately following such grant, Mr. Robertson transferred the RSUs to Arrow. Upon transfer to Arrow, the RSUs vest in accordance with the same terms and conditions of the initial grant.
4. 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.
5. 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 a founding partner of TDR Capital LLP, 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.
6. Each of TDR Capital II Investments LP, TDR Capital LLP, Manjit Dale and Gary Lindsay (the "TDR Persons") 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 are the beneficial owners of any of the securities reported herein.
MFA Global S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Liquidator 05/22/2024
** Signature of Reporting Person Date
MFA Limited Partnership SLP, By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Manager, MFA G.P. S.a r.l. 05/22/2024
** Signature of Reporting Person Date
MFA Holding S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Class A Manager 05/22/2024
** Signature of Reporting Person Date
Arrow Holdings S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Class A Manager 05/22/2024
** Signature of Reporting Person Date
Sapphire Holding S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Class A Manager 05/22/2024
** Signature of Reporting Person Date
TDR Capital II Investments LP, By: /s/ Blair Thompson, Name: Blair Thompson, Title: Authorised Signatory 05/22/2024
** Signature of Reporting Person Date
TDR Capital LLP, By: /s/ Blair Thompson, Name: Blair Thompson, Title: Authorised Signatory 05/22/2024
** Signature of Reporting Person Date
/s/ Manjit Dale 05/22/2024
** Signature of Reporting Person Date
/s/ Gary Lindsay 05/22/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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