Eric Kalamaras - Mar 1, 2023 Form 4 Insider Report for Target Hospitality Corp. (TH)

Role: EVP and CFO
Signature: /s/ Heidi D. Lewis, as Attorney-in-Fact on behalf of Eric T. Kalamaras
Stock symbol: TH
Transactions as of: Mar 1, 2023
Transactions value $: -$2,113,050
Form type: 4
Date filed: 3/3/2023, 03:31 PM
Previous filing: Feb 28, 2023
Next filing: Mar 7, 2023

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	$292K	+163K	+72.3%	$1.79	389K	Mar 2, 2023	Direct
transaction	TH	Common Stock, par value $0.0001 per share	Disposed to Issuer	-$2.4M	-163K	-41.96%	$14.75	226K	Mar 2, 2023	Direct

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	Award	$0	+23.1K	+10.13%	$0.00	251K	Mar 1, 2023	Common Stock	23.1K		Direct	F1, F2, F3
transaction	TH	Stock Appreciation Rights	Options Exercise	$0	-163K	-50%	$0.00	163K	Mar 2, 2023	Common Stock	163K	$1.79	Direct	F4

* 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	On March 1, 2023, the Reporting Person was granted by the Compensation Committee 23,077 RSUs which vest in four equal annual installments on each of the first four anniversaries of the grant date beginning on March 1, 2024, subject to the terms and conditions of the previously disclosed Target Hospitality Corp. 2019 Incentive Award Plan (the "Plan") and the Restricted Stock Unit Award Agreement entered into between Issuer and the Reporting Person.
F3	Total includes in addition to the grant of 23,077 RSUs on March 1, 2023, unvested RSUs from the following grants: 149,502 RSUs granted on February 24, 2022 which vest in four equal installments on each of the first four anniversaries of the grant date beginning February 24, 2023; 142,857 restricted stock units granted on February 25, 2021 which vest 50% on the second anniversary of the grant date and the remaining 50% on the third anniversary of the grant date; 64,240 restricted stock units granted on March 4, 2020 which vest in four equal annual installments on each of the first four anniversaries of the grant date beginning March 4, 2021 and 48,860 restricted stock units granted on September 3, 2019 which vest in four equal annual installments on each of the first four anniversaries of the grant date beginning on September 3, 2020, subject to the terms and conditions of the Plan and the Restricted Stock Unit Award Agreements entered into between the Issuer and the Reporting Person.
F4	The Stock Appreciation Rights ("SARs"), reported on this Form 4, represent upon vesting the right to receive payment in cash or stock, at the Issuer's discretion, the amount of the increase from the grant date price and fair market value pursuant to the terms and conditions of the Target Hospitality Corp. 2019 Incentive Award Plan, as amended, and the SAR Award Agreement entered into between the Issuer and the Reporting Person as of February 25, 2021 (the "SAR Award Agreement"). The SARs vest 50% on the second anniversary of the grant date and the remaining 50% on the third anniversary of the grant date, subject to the terms and conditions of the Target Hospitality Corp. 2019 Incentive Award Plan, as amended and SAR Award Agreement.