Sec Form 4 Filing - Kalamaras Eric @ Target Hospitality Corp. - 2019-09-03

FORM 4 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Kalamaras Eric 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) EVP and CFO (Last) (First) (Middle) 2170 BUCKTHORNE PLACE, SUITE 440 3. Date of Earliest Transaction (MM/DD/YY) 09/03/2019 (Street) THE WOODLANDS, TX77380 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 ) 09/03/2019 A 130,294 ( 2 ) ( 2 ) Common Stock 130,294 $ 0 130,294 D Stock Options (right to buy) $ 6.14 09/03/2019 A 171,429 ( 3 ) 09/03/2029 Common Stock 171,429 $ 0 171,429 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kalamaras Eric 2170 BUCKTHORNE PLACE SUITE 440 THE WOODLANDS, TX77380 EVP and CFO Signatures /s/ Heidi D. Lewis, as Attorney-in-Fact on behalf of Eric T. Kalamaras 09/05/2019 Signature of Reporting Person Date

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 September 3, 2019, the Reporting Person was granted 48,860 restricted stock units which vest in four equal annual installments on each of the first four anniversaries of the grant date, on September 3, 2020, 2021, 2022, and 2023, subject to the terms and conditions of the previously disclosed Target Hospitality Corp. 2019 Incentive Award Plan (the "Plan") and the Restricted Stock Unit Award Agreement entered into between the Issuer and the Reporting Person. In addition to the RSU award granted by the compensation committee on September 3, 2019, the compensation committee granted a legacy retention buyout award of 81,434 restricted stock units pursuant to the employment agreement entered into by and between Mr. Kalamaras and the Company on August 12, 2019, which will vest March 15, 2020. ( 3 )The stock options ("Options"), reported on this Form 4, represent the right upon vesting to buy shares of Common Stock pursuant to the terms and conditions of the Plan and the Nonqualified Stock Option Award Agreement entered into between the Issuer and the Reporting Person as of September 3, 2019 (the "Option Award Agreement"). The Options vest in equal installments on each of the first four anniversaries of the grant date, on September 3, 2020, 2021, 2022 and 2023, subject to the terms and conditions of the Plan and Option Award Agreement.

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).

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