Arrow Holdings S.a.r.l. Form 4 Target Hospitality / MANJIT DALE 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)

C/O TDR CAPITAL LLP

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)
12/31/2021

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
Common Stock, par value $0.0001 per share	12/31/2021		M		38,462	A	(1)	65,023,311(2)	I	By Arrow Holdings S.a r.l. and Modulaire Global S.a r.l.(6)(7)(8)

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)	12/31/2021		M			38,462	(3)(4)	(3)(4)	Common Stock	38,462	$0	96,154(5)	I	By Arrow Holdings S.a r.l.(6)(7)(8)

1. Name and Address of Reporting Person^*

TDR Capital II Investments LP

(Last) (First) (Middle)

C/O TDR CAPITAL LLP

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^*

Modulaire 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^*

Modulaire 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^*

Modulaire 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^*

TDR Capital LLP

(Last) (First) (Middle)

20 BENTINCK STREET

(Street)

LONDON X0 W1U 2EU

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DALE MANJIT

(Last) (First) (Middle)

C/O TDR CAPITAL LLP

20 BENTINCK STREET

(Street)

LONDON X0 W1U 2EU

(City) (State) (Zip)

Explanation of Responses:

1. Each restricted stock unit ("RSU") 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. Includes (i) 15,628,865 shares of Common Stock held by Modulaire Global S.a r.l. ("Modulaire Global") and (ii) 49,394,446 shares of Common Stock held by Arrow Holdings S.a r.l. ("Arrow")

3. On May 18, 2021, Gary Lindsay was granted 38,462 RSUs, 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 Target Hospitality Corp. 2019 Incentive Award Plan (the "Plan") and the award agreement entered into between the Issuer and Mr. Lindsay. Immediately following such grant of RSUs, Mr. Lindsay transferred the RSUs to Arrow, which holds certain securities of the Issuer on behalf of TDR Capital II Holdings LP, the investment fund managed by TDR Capital LLP. Upon transfer to Arrow, the RSUs vest in accordance with the same terms and conditions of the initial grant.

4. On December 6, 2021, Mr. Lindsay submitted his notice to resign from the Issuer's Board of Directors (the "Board") effective December 31, 2021. On December 7, 2021 and as permitted by the Plan, the Board approved the accelerated vesting of one hundred percent (100%) of the 38,462 RSUs granted to Mr. Lindsay on May 18, 2021.

5. Total reflects 96,154 RSUs granted to Stephen Robertson on May 18, 2021 that 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 Plan and the award agreement entered into between the Issuer and Mr. Robertson. Immediately following such grant, Mr. Robertson transferred the RSUs to Arrow. Upon transfer to Arrow, the RSUs vest in accordance with the same terms and conditions of the initial grant.

6. 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.

7. Modulaire Holding S.a r.l. ("Modulaire Holdings") is the controlling shareholder of Modulaire Limited Partnership SLP ("Modulaire SLP" and together with Modulaire Holdings and Modulaire Global, the "Modulaire Entities"), which is the controlling shareholder of Modulaire Global. TDR Capital II Investments LP, as the controlling shareholder of Modulaire Holdings, may be deemed the beneficial owner of the securities of the Issuer held by Modulaire Global. 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 Modulaire Global. 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 Modulaire Holdings.

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

Stephen Robertson is filing a separate Form 4 disclosing his beneficial ownership interests in the securities of the Issuer held by Arrow and Modulaire Holdings, which was submitted on the Securities and Exchange Commission's EDGAR system on or about the date hereof.

	Modulaire Global S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Class A Manager	01/04/2022
	Modulaire Limited Partnership SLP, By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Class A Manager, Algeco GP Sarl	01/04/2022
	Modulaire Holding S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Class A Manager	01/04/2022
	Arrow Holdings S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Class A Manager	01/04/2022
	TDR Capital II Investments LP, By: /s/ Blair Thompson, Name: Blair Thompson, Title: Authorised Signatory	01/04/2022
	TDR Capital LLP, By: /s/ Blair Thompson, Name: Blair Thompson, Title: Authorised Signatory	01/04/2022
	/s/ Manjit Dale	01/04/2022
	** Signature of Reporting Person	Date
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