Sec Form 4 Filing - Archer James B. @ Target Hospitality Corp. - 2020-10-01

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 Archer James B. 2. Issuer Name and Ticker or Trading Symbol Target Hospitality Corp. [ TH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 2170 BUCKTHORNE PLACE, SUITE 440 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2020 (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

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 ) 10/01/2020 D( 3 ) 19,704 ( 2 ) ( 2 ) Common Stock 19,704 $ 0 141,694 ( 2 ) ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Archer James B. 2170 BUCKTHORNE PLACE SUITE 440 THE WOODLANDS, TX77380 X President and CEO Signatures /s/ Heidi D. Lewis, as Attorney-in-Fact on behalf of James B. Archer 10/02/2020 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 )On May 21, 2019, the Reporting Person was granted 46,169 RSUs 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 previously disclosed Target Hospitality Corp. 2019 Incentive Award Plan (the "Plan") and the Restricted Stock Unit Award Agreement. In addition, on January 2, 2020, the Compensation Committee approved Mr. Archer's election to receive his annual base salary for Calendar Year 2020 in the form of 124,741 RSUs, which was amended by the RSU Termination Agreement dated 08/05/2020 (the "August Agreement"). The August Agreement provides, pursuant to the salary reduction equity award program ("Salary Reduction Program"), for the remaining 26,272 RSUs to vest ratably September 1, 2020 through December 1, 2020. Further, total includes 107,067 RSUs granted on March 4, 2020 which vest in four equal annual installments beginning on March 2, 2021. ( 3 )On October 1, 2020, the Issuer and the Reporting Person entered into the Executive Restricted Stock Agreement for Non-Employee Directors Termination Agreement (the "October Agreement") following the Compensation Committee and Board of Directors approval to terminate the Salary Reduction Program and the related August Agreement. Pursuant to the October Agreement, Reporting Person will forfeit the remaining 19,704 RSUs scheduled to vest October through December 2020.

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