Stephen Robertson - Dec 31, 2021 Form 4 Insider Report for Target Hospitality Corp. (TH)

Role: Director, 10%+ Owner
Signature: /s/ Heidi D. Lewis, as Attorney-in-Fact on behalf of Stephen Robertson
Stock symbol: TH
Transactions as of: Dec 31, 2021
Transactions value $: $0
Form type: 4
Date filed: 1/4/2022, 03:32 PM
Previous filing: Sep 16, 2021
Next filing: May 20, 2022

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		+38.5K	+0.06%		65.2M	Dec 31, 2021	See footnote	F1, F2, F6, F7, F8

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	-38.5K	-28.57%	$0.00	96.2K	Dec 31, 2021	Common Stock	38.5K		By Arrow Holdings S.a.r.l.	F1, F3, F4, F5, F6, F7, F8

* 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	Includes 175,000 shares of Common Stock owned directly by the Reporting Person following the Reported Transaction. The remaining shares of Common Stock beneficially owned following the Reported Transaction are held by Modulaire.Global S.a r.l. ("Modulaire Global") and Arrow Holding S.a r.l ("Arrow").
F3	On May 18, 2021, Gary Lindsay was granted 38,462 restricted stock units ("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 agreement. Immediately following such grant of RSUs, Mr. Lindsay transferred the RSUs to Arrow, which holds certain securities of the Issuer on behalf of TDR Capital II Holdings LP, the investment fund managed by TDR Capital LLP. Upon transfer to Arrow, the RSUs vest in accordance with the same terms and conditions of the initial grant.
F4	On December 6, 2021, Mr. Lindsay submitted his notice to resign from the Issuer's Board of Directors (the "Board") effective December 31, 2021. On December 7, 2021 and as permitted by the Plan, the Board approved the accelerated vesting of one hundred present (100%) of the 38,462 RSUs granted to Mr. Lindsay on May 18, 2021.
F5	Total reflects 96,154 RSUs granted to Stephen Robertson on May 18, 2021 that 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 Plan and the award agreement entered into between the Issuer and Mr. Robertson. 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.
F6	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.
F7	Modulaire Holding S.a r.l. ("Modulaire Holdings") is the controlling shareholder of Modulaire Limited Partnership SLP ("Modulaire SLP" and together with Modulaire Holdings and Modulaire Global, the "Modulaire Entities"), which is the controlling shareholder of Modulaire Global. TDR Capital II Investments LP, as the controlling shareholder of Modulaire Holdings, may be deemed the beneficial owner of the securities of the Issuer held by Modulaire 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 Modulaire Global. 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 Modulaire Holdings.
F8	Each of TDR Capital II Investments LP, TDR Capital LLP, Stephen Robertson and Manjit Dale (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.