Troy C. Schrenk Form 4 Target Hospitality / Troy C. Schrenk 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^*

Schrenk Troy C.

(Last) (First) (Middle)

9320 LAKESIDE BLVD., STE 300

(Street)

THE WOODLANDS TX 77381

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Target Hospitality Corp. [ TH ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SEVP, Operations & CCO

3. Date of Earliest Transaction (Month/Day/Year)
02/29/2024

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
Common Stock, par value $0.0001 per share	03/01/2024		M		3,847	A	(1)	90,044	D
Common Stock, par value $0.0001 per share	03/01/2024		F		936	D	$9.6(2)	89,108	D

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
Restricted Stock Units	(1)	02/29/2024		A		29,008		(3)	(3)	Common Stock	29,008	$0	99,581(4)	D
Restricted Stock Units	(1)	03/01/2024		M			3,847	(4)	(4)	Common Stock	3,847	$0	95,733(4)	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. Restricted stock units withheld for payment of tax liability upon vesting of 3,847 RSUs on March 1, 2024. Stock price reflects closing stock price as of March 1, 2024.

3. On February 29, 2024, the Reporting Person was granted by the Compensation Committee 29,008 restricted stock units which vest in four equal annual installments on each of the first four anniversaries of the grant date beginning March 1, 2025, subject to the terms and conditions of the previously disclosed Target Hospitality Corp. 2019 Incentive Award Plan, as amended (the "Plan") and the Restricted Stock Unit Award Agreement entered into between Issuer and the Reporting Person.

4. Total includes, in addition to the grant of 29,008 RSUs on 02.29.2024, unvested RSUs from the following grants: 15,385 RSUs granted on March 1, 2023 which vest in four equal installments on each of the first four anniversaries of the grant date beginning on March 1, 2024; 99,668 RSUs granted on February 24, 2022, which vest in four equal installments on each of the first four anniversaries of the grant date beginning on February 24, 2023; and 21,414 RSUs granted on March 4, 2020 which vest in four equal installments on each of the first four anniversaries of the grant date beginning on March 4, 2021. Awards are subject to the terms of the respective RSU award agreements and subject to the Plan.

	/s/ Heidi D. Lewis, as Attorney-in-Fact on behalf of Troy C. Shrenk	03/04/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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