Sec Form 4 Filing - Schrenk Troy C. @ Target Hospitality Corp. - 2021-02-25

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 Schrenk Troy C. 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) Chief Commercial Officer (Last) (First) (Middle) 2170 BUCKTHORNE PLACE, SUITE 440 3. Date of Earliest Transaction (MM/DD/YY) 02/25/2021 (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 ) 02/25/2021 A 95,238 ( 2 ) ( 2 ) Common Stock 95,238 $ 0 140,891 ( 3 ) D Stock Appreciation Rights $ 1.79 02/25/2021 A 217,391 ( 4 ) 02/25/2031 Common Stock 217,391 $ 0 217,391 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schrenk Troy C. 2170 BUCKTHORNE PLACE SUITE 440 THE WOODLANDS, TX77380 Chief Commercial Officer Signatures /s/ Heidi D. Lewis, as Attorney-in-Fact on behalf of Troy C. Schrenk 03/01/2021 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 February 25, 2021, the Reporting Person was granted by the Compensation Committee 95,238 RSUs which vest 50% on the second anniversary of the grant date and the remaining 50% on the third anniversary of the grant date, 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 Issuer and the Reporting Person. ( 3 )Total includes in addition to the grant of 95,238 RSUs on February 25, 2021, unvested RSUs from the following grants: 21,414 restricted stock units granted on March 4, 2020 which vest in four equal annual installments on each of the first four anniversaries of the grant date beginning March 4, 2021 and 32,318 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 the Restricted Stock Unit Award Agreements entered into between the Issuer and the Reporting Person. ( 4 )The Stock Appreciation Rights ("SARs"), reported on this Form 4, represent upon vesting the right to receive payment in cash or stock, at the Company's discretion, the amount of the increase from the grant date price and fair market value pursuant to the terms and conditions of the Plan and the SAR Award Agreement entered into between the Issuer and the Reporting Person as of February 25, 2021 (the "SAR Award Agreement"). The SARs vest 50% on the second anniversary of the grant date and the remaining 50% on the third anniversary of the grant date, subject to the terms and conditions of the Plan and SAR Award Agreement.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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