Arrow Holdings S.a.r.l. Form 4 Target Hospitality / Holdings S.a.r.l. Arrow 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^*

TDR Capital II Investments LP

(Last) (First) (Middle)

20 BENTINCK STREET

(Street)

LONDON X0 W1U 2EU

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

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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
Restricted Stock Units	(1)	04/01/2020		J(1)		31,656(2)		(2)	(2)	Common Stock	31,656	(2)	69,907	I(3)(4)(5)(6)(7)	By Arrow Holdings S.a r.l.

1. Name and Address of Reporting Person^*

TDR Capital II Investments LP

(Last) (First) (Middle)

20 BENTINCK STREET

(Street)

LONDON X0 W1U 2EU

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Arrow Holdings S.a.r.l.

(Last) (First) (Middle)

20 RUE EUGENE RUPPERT

(Street)

LUXEMBOURG N4 L-2453

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Algeco Holding S.a.r.l.

(Last) (First) (Middle)

20 RUE EUGENE RUPPERT

(Street)

LUXEMBOURG CITY N4 L-2453

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Algeco Limited Partnership SLP

(Last) (First) (Middle)

20 RUE EUGENE RUPPERT

(Street)

LUXEMBOURG CITY N4 L-2453

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Algeco Global S.a.r.l.

(Last) (First) (Middle)

20 RUE EUGENE RUPPERT

(Street)

LUXEMBOURG CITY N4 L-2453

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Algeco Investments 1 S.a.r.l.

(Last) (First) (Middle)

20 RUE EUGENE RUPPERT

(Street)

LUXEMBOURG CITY N4 L-2453

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Algeco Investments 2 S.a.r.l.

(Last) (First) (Middle)

20 RUE EUGENE RUPPERT

(Street)

LUXEMBOURG CITY N4 L-2453

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Algeco Investments 3 S.a.r.l.

(Last) (First) (Middle)

20 RUE EUGENE RUPPERT

(Street)

LUXEMBOURG CITY N4 L-2453

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Algeco Investments B.V.

(Last) (First) (Middle)

NARITAWEG 165, TELESTONE 8

(Street)

AMSTERDAM P7 1043 BW

(City) (State) (Zip)

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 April 1, 2020, the Compensation Committee of the Issuer approved the Director Retainer Reduction Equity Award Program (the "Retainer Program"). On April 1, 2020 as contemplated by the Retainer Program, Stephen Robertson was granted 24,351 restricted stock units ("RSUs") and Gary Lindsay was granted 7,305 RSUs pursuant to the Target Hospitality Corp. 2019 Incentive Award Plan (the "Plan"). The RSUs will ratably vest on June 30, September 30 and December 31, 2020. Immediately following the grant of RSUs, each of Mr. Robertson and Mr. Lindsay transferred the RSUs to Arrow Holding 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.

3. 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.

4. Algeco Holdings is the controlling shareholder of Algeco Limited Partnership SLP ("Algeco SLP"), which is the controlling shareholder of Algeco Global S.a r.l. ("Algeco Global") which is the controlling shareholder of Algeco Investments 1 S.a r.l. (Lux) ("Algeco Investments 1"), which is the sole shareholder of Algeco Investments 2 S.a r.l. (Lux) ("Algeco Investments 2"), which is the sole shareholder of Algeco Investments 3 S.a r.l. (Lux) ("Algeco Investments 3" and together with Algeco Holdings, Algeco Global, Algeco SLP, Algeco Investments 1 and Algeco Investments 2, the "Algeco Entities").

5. Algeco Investments 3 holds 40% of the share capital of Algeco Investments B.V. ("Algeco"), and Algeco Investments 2 holds the remaining 60%.

6. TDR Capital II Investments LP, as the controlling shareholder of Algeco Holdings may be deemed the beneficial owner of the securities of the Issuer held by Algeco. 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 Algeco. 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 Algeco.

7. Each of TDR Capital II Investments LP, TDR Capital LLP, Stephen Robertson and Manjit Dale (the "TDR Persons") may be deemed to be 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.

Remarks:

Due to the limitations of the electronic filing system, TDR Capital LLP and Manjit Dale are filing a separate Form 4. Stephen Robertson is filing a separate Form 4 disclosing his beneficial ownership interests in the securities of the Issuer held by Arrow and Algeco, which was submitted on the Securities and Exchange Commission's EDGAR system on or about the date hereof.

	Algeco Investments B.V., By: /s/ Dennis Kulk, Name: Dennis Kulk, Title: Director	04/03/2020
	Algeco Investments 3 S.a r.l., By: /s/ Evelina Ezerinskaite, Name: Evelina Ezerinskaite, Title: Manager	04/03/2020
	Algeco Investments 2 S.a r.l., By: /s/ Evelina Ezerinskaite Name: Evelina Ezerinskaite, Title: Manager	04/03/2020
	Algeco Investments 1 S.a r.l., By: /s/ Jan Overheul, Name: Jan Overheul, Title: Manager	04/03/2020
	Algeco Global S.a r.l., By: /s/ Evelina Ezerinskaite, Name: Evelina Ezerinskaite, Title: Manager	04/03/2020
	Algeco Limited Partnership SLP, By: /s/ Jan Overheul, Name: Jan Overheul, Title: Gerant	04/03/2020
	Algeco Holding S.a r.l., By: /s/ Jan Overheul, Name: Jan Overheul, Title: Manager	04/03/2020
	Arrow Holdings S.a r.l., By: /s/ Evelina Ezerinskaite, Name: Evelina Ezerinskaite, Title: Manager	04/03/2020
	TDR Capital II Investments LP, By: TDR Capital LLP, its manager, By: /s/ Blair Thompson, Name: Blair Thompson, Title: Partner	04/03/2020
	** Signature of Reporting Person	Date
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