Target Hospitality (TH) Form 4 Platinum Eagle Acquisition / FREDRIC D ROSEN ownership change

SEC Form 4

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^*

ROSEN FREDRIC D

(Last) (First) (Middle)

C/O PLATINUM EAGLE ACQUISITION CORP.

2121 AVENUE OF THE STARS, SUITE 2300

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Platinum Eagle Acquisition Corp. [ EAGL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/17/2018

4. 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 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

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
Private Placement Warrants	$11.5(1)	01/17/2018		A		266,666		(2)	(3)	Class A Ordinary Shares	266,666	$1.5	266,666	D
Private Placement Warrants	$11.5(1)	01/17/2018		A		33,334		(2)	(3)	Class A Ordinary Shares	33,334	$1.5	33,334	I	By Sara L. Rosen Trust
Private Placement Warrants	$11.5(1)	01/17/2018		A		33,334		(2)	(3)	Class A Ordinary Shares	33,334	$1.5	33,334	I	By Samuel N. Rosen 2015 Trust

Explanation of Responses:

1. Each Private Placement Warrant ("PPW") is exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment as described under the headings "Description of Securities-Warrants-Private Placement Warrants" and "Description of Securities-Warrants-Private Placement Warrants" in the Issuer's registration statement on Form S-1 (File No. 333-222279).

2. The PPWs become exercisable beginning on the later of January 17, 2019 or 30 days after the completion of the Issuer's initial business combination as described under the headings "Description of Securities-Warrants-Private Placement Warrants" and "Description of Securities-Warrants-Private Placement Warrants" in the Issuer's registration statement on Form S-1 (File No. 333-222279).

3. The PPWs will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation as described under the headings "Description of Securities--Warrants-Private Placement Warrants" and "Description of Securities--Warrants-Private Placement Warrants" in the Issuer's registration statement on Form S-1 (File No. 333-222279).

	/s/ Sarah Ross, Attorney-in-Fact	01/18/2018
	** 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).
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