Sec Form 4 Filing - Archer James B. @ Target Hospitality Corp. - 2022-05-21

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
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)
9320 LAKESIDE BLVD., SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
05/21/2022
(Street)
THE WOODLANDS, TX77381
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 05/21/2022 M 11,542 A 1,234,340 D
Common Stock, par value $0.0001 per share 05/21/2021 F 4,541( 2 ) D $ 6.09( 2 ) 1,229,799 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 ) 05/21/2022 M 11,542 ( 3 ) ( 3 ) Common Stock 11,542 $ 0 552,340( 3 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Archer James B.
9320 LAKESIDE BLVD.
SUITE 300
THE WOODLANDS, TX77381
X President and CEO
Signatures
/s/ Heidi D. Lewis, as Attorney-in-Fact on behalf of James B. Archer 05/24/2022
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 11,542 restricted stock units. Stock price reflects closing stock price as of May 20, 2022.
( 3 )Total includes unvested RSUs from the following grants: 249,169 RSUs granted on February 24, 2022 which vest in four equal installments on each of the first four anniversaries of the grant date beginning on February 24, 2023; 238,095 RSUs granted on February 25, 2021 which vest 50% on the second anniversary of the grant date and the remaining 50% on the third anniversary of the grant date; 107,067 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; and 46,169 RSUs 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. Awards are subject to the terms of the respective RSU award agreements and subject to the Target Hospitality Corp. 2019 Incentive Award Plan, as amended.

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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