Sec Form 4 Filing - Lewis Heidi Diane @ Target Hospitality Corp. - 2020-07-01

Insider filing report for Changes in Beneficial Ownership
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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
Lewis Heidi Diane
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, General Counsel & Sec
(Last) (First) (Middle)
2170 BUCKTHORNE PLACE, SUITE 440
3. Date of Earliest Transaction (MM/DD/YY)
07/01/2020
(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
Common Stock, par value $0.0001 per share 07/01/2020 M 2,638 A 9,830 D
Common Stock, par value $0.0001 per share 07/01/2020 F 782 D $ 1.66 ( 2 ) 9,048 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 (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 ) 07/01/2020 M 2,638 ( 3 ) ( 3 ) Common Stock 2,638 $ 0 41,530 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lewis Heidi Diane
2170 BUCKTHORNE PLACE
SUITE 440
THE WOODLANDS, TX77380
EVP, General Counsel & Sec
Signatures
/s/ Heidi D. Lewis 07/06/2020
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 )Restricted stock units withheld for payment of tax liability upon vesting of 2,638 restricted stock units. Stock price reflects closing stock price as of July 1, 2020.
( 3 )Includes 21,414 RSUs granted on March 4, 2020 which vest in four equal annual installments on each of the first four anniversaries of the grant date beginning on March 4, 2021, 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, 23,742 RSUs granted on April 1, 2020 which vest ratably on the 1st of every month (except April, which is April 15) pursuant to the terms of the Plan and related award agreement and 9,234 restricted stock units granted on May 21, 2019 which vest in four equal annual installments on each of the first four anniversaries of the grant date beginning on May 21, 2020, subject to the terms and conditions of the Plan and Restricted Stock Unit Award Agreement.

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