Statement of Changes in Beneficial Ownership (4)
May 20 2021 - 3:41PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
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Lindsay Gary |
2. Issuer Name and Ticker or Trading Symbol
Target Hospitality Corp.
[
TH
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
2170 BUCKTHORNE PLACE, SUITE 440 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/18/2021 |
(Street)
THE WOODLANDS, TX 77380
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | 5/18/2021 | | A | | 38462 | | (2) | (2) | Common Stock | 38462 | $0.00 | 38462 | D | |
Restricted Stock Units | (1) | 5/18/2021 | | J (3) | | | 38462 | (2) | (2) | Common Stock | 38462 | $0.00 | 0 | D | |
Explanation of Responses: |
(1) | 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. |
(2) | On May 18, 2021, the Reporting Person was granted 38,462 restricted stock units 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 agreement. Subject to certain exceptions, vested shares will be delivered upon separation of service from the Board of Directors of the Issuer. |
(3) | Immediately following the grant of the restricted stock units, Mr. Lindsay transferred the restricted stock units to Arrow Holdings S.a r.l ("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. Upon transfer to Arrow, the restricted stock units will vest in accordance with the same terms and conditions of the initial grant. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Lindsay Gary 2170 BUCKTHORNE PLACE SUITE 440 THE WOODLANDS, TX 77380 | X |
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Signatures
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/s/ Heidi D. Lewis, as Attorney-in-Fact on behalf of Gary Lindsay | | 5/20/2021 |
**Signature of Reporting Person | Date |
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