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Form 3 Target Hospitality Corp. For: May 04 Filed by: Kelley John Travis

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May 6, 2021 4:41 PM EDT
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person *
Kelley John Travis
(Last) (First) (Middle)
2170 BUCKTHORNE PLACE
SUITE 440
(Street)
THE WOODLANDS TX 77380
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/04/2021 		3. Issuer Name and Ticker or Trading Symbol
Target Hospitality Corp. [ TH ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP - Operations
 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share 10,923
D
 
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   (1)   (1) Common Stock 70,605 (1) D  
Employee Stock Option (Right to Buy)   (2) 05/21/2029 Common Stock 29,941 10.83 D  
Employee Stock Option (Right to Buy)   (3) 03/04/2030 Common Stock 79,365 4.51 D  
Stock Appreciation Rights   (4) 02/25/2031 Common Stock 108,696 1.79 D  
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. Includes 6,926 RSUs which vest in three equal annual installments beginning on 05/21/2021, 16,060 RSUs which vest in three equal annual installments beginning 03/04/2022, 47,619 RSUs which vest 50% on 02/25/2023 and the remaining 50% on 02/25/2024.
2. The option became exercisable as to 7,485 shares on 05/21/2020, and becomes exercisable as to the remaining 22,456 shares in the three equal annual installments beginning 05/21/2021.
3. The option became exercisable as to 19,842 shares on 03/04/2021, and becomes exercisable as to the remaining 59,523 shares in three equal annual installments beginning 03/04/2022.
4. The SARs vest 50% on 02/25/2023 and the remaining 50% on 02/25/2024.
Remarks:
Heidi D. Lewis is signing as Attorney-in-Fact pursuant to the power of attorney dated April 29, 2021 granted by John Travis Kelley, a copy of which is filed as Exhibit 24 and incorporated herein by reference.

Exhibit List:  Exhibit 24 - Power of Attorney
/s/ Heidi D. Lewis, as Attorney-in-Fact on behalf of John Travis Kelley 05/06/2021
** 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.
Power of Attorney

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Heidi D. Lewis and Ryan W. Joyce, each acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described, to:

1.          prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder as amended from time to time (the “Exchange Act”);

2.          prepare, execute, deliver and file for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Target Hospitality Corp. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act;

3.          do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4, or 5, including any electronic filing thereof, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority;

4.          seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

5.          take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the responsibility to file the Forms 3, 4 and 5 are the responsibility of the undersigned, and the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act. The undersigned further acknowledges and agrees that the attorneys-in-fact and the Company are relying on written and oral information provided by the undersigned to complete such forms and the undersigned is responsible for reviewing the completed forms prior to their filing. The attorneys-in-fact and the Company are not responsible for any errors or omissions in such filings. The attorneys-in-fact and the Company are not responsible for determining whether or not the transactions reported could be matched with any other transactions for the purpose of determining liability for short-swing profits under Section 16(b).

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 29th day of April 2021.
 

 
Signature: /s/ John Travis Kelley
  
 
 
 
  
 
 
Print Name:  John Travis Kelley
  
 
 

 



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