Algeco Global S.a.r.l. Form 4 Target Hospitality / Holdings S.a.r.l. Arrow ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TDR Capital II Investments LP

(Last)

(First)

(Middle)

20 BENTINCK STREET

(Street)

LONDON

W1U 2EU

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Target Hospitality Corp. [ TH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.0001 per share	09/30/2020		M		10,552	A	⁽¹⁾	64,788,220⁽²⁾	I	By Arrow Holdings S.a r.l. and Algeco Investments B.V.⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	09/30/2020		M			10,552	⁽⁴⁾	⁽⁴⁾	Common Stock	10,552	$0	207,181⁽³⁾⁽⁴⁾⁽⁵⁾	I	By Arrow Holdings S.a r.l.⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Restricted Stock Units	⁽¹⁾	10/01/2020		D⁽⁶⁾			10,552	⁽⁴⁾	⁽⁴⁾	Common Stock	10,552	$0	196,629⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	I	By Arrow Holdings S.a r.l.⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾

1. Name and Address of Reporting Person^*

TDR Capital II Investments LP

(Last)

(First)

(Middle)

20 BENTINCK STREET

(Street)

LONDON

W1U 2EU

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Arrow Holdings S.a.r.l.

(Last)

(First)

(Middle)

20 RUE EUGENE RUPPERT

(Street)

LUXEMBOURG

L-2453

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Algeco Holding S.a.r.l.

(Last)

(First)

(Middle)

20 RUE EUGENE RUPPERT

(Street)

LUXEMBOURG CITY

L-2453

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Algeco Limited Partnership SLP

(Last)

(First)

(Middle)

20 RUE EUGENE RUPPERT

(Street)

LUXEMBOURG CITY

L-2453

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Algeco Global S.a.r.l.

(Last)

(First)

(Middle)

20 RUE EUGENE RUPPERT

(Street)

LUXEMBOURG CITY

L-2453

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Algeco Investments 1 S.a.r.l.

(Last)

(First)

(Middle)

20 RUE EUGENE RUPPERT

(Street)

LUXEMBOURG CITY

L-2453

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Algeco Investments 2 S.a.r.l.

(Last)

(First)

(Middle)

20 RUE EUGENE RUPPERT

(Street)

LUXEMBOURG CITY

L-2453

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Algeco Investments 3 S.a.r.l.

(Last)

(First)

(Middle)

20 RUE EUGENE RUPPERT

(Street)

LUXEMBOURG CITY

L-2453

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Algeco Investments B.V.

(Last)

(First)

(Middle)

NARITAWEG 165, TELESTONE 8

(Street)

AMSTERDAM

1043 BW

(City)

(State)

(Zip)

Explanation of Responses:

1. Each restricted stock unit ("RSU") 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. Includes (i) 15,628,865 shares of Common Stock held by Algeco Investments B.V. ("Algeco") and (ii) 49,159,355 shares of Common Stock held by Arrow Holdings S.a r.l. ("Arrow")

3. On May 20, 2020, Mr. Robertson was granted 140,449 RSUs and Mr. Lindsay was granted 56,180 RSUs which vest in full on the first anniversary of the grant date or, if earlier, the date of the first annual meeting of the stockholders of the Issuer following the grant date, subject to Target Hospitality Corp. 2019 Incentive Award Plan (the "Plan") and the award agreements entered into between the Issuer and Mr. Robertson and Mr. Lindsay, respectively. Subject to certain exceptions, vested shares will be delivered upon separation of service from the Board of Directors.

4. As contemplated by the Director Retainer Reduction Equity Award Program, 24,351 RSUs granted to Mr. Robertson and 7,305 RSUs granted to Mr. Lindsay on April 1, 2020 which vest ratably on June 30, September 30 and December 31, 2020 subject to the Plan and the award agreements entered into between the Issuer and Mr. Robertson and Mr. Lindsay, respectively.

5. Immediately following each grant of RSUs, each of Mr. Robertson and Mr. Lindsay transferred the RSUs to Arrow, which holds certain securities of Target Hospitality Corp. on behalf of TDR Capital II Holdings LP, the investment fund managed by TDR Capital LLP. Upon transfer to Arrow, the restricted stock units vest in accordance with the same terms and conditions of the initial grant.

6. On October 1, 2020, the Issuer and Arrow entered into Restricted Stock Agreement for Non-Employee Directors Termination Agreements (the "Agreements") following the Compensation Committee and Board of Directors approval to terminate the Director Retainer Reduction Program. Pursuant to the Agreements, Arrow will forfeit the remaining 10,552 RSUs scheduled to vest on December 31, 2020

7. As the controlling shareholder of Arrow, TDR Capital II Investments LP, may be deemed the beneficial owner of the securities of the Issuer held by Arrow.

8. Algeco Holding S.a r.l. ("Algeco Holdings") is the controlling shareholder of Algeco Limited Partnership SLP ("Algeco SLP"), which is the controlling shareholder of Algeco Global S.a r.l. ("Algeco Global") which is the controlling shareholder of Algeco Investments 1 S.a r.l. (Lux) ("Algeco Investments 1"), which is the sole shareholder of Algeco Investments 2 S.a r.l. (Lux) ("Algeco Investments 2"), which is the sole shareholder of Algeco Investments 3 S.a r.l. (Lux) ("Algeco Investments 3" and together with Algeco Holdings, Algeco Global, Algeco SLP, Algeco Investments 1 and Algeco Investments 2, the "Algeco Entities").

9. Algeco Investments 3 holds 40% of the share capital of Algeco, and Algeco Investments 2 holds the remaining 60%.

10. TDR Capital II Investments LP, as the controlling shareholder of Algeco Holdings may be deemed the beneficial owner of the securities of the Issuer held by Algeco. As manager of TDR Capital II Investments LP, TDR Capital LLP may be deemed the beneficial owner of such securities of the Issuer held by Arrow and Algeco. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such securities of the Issuer held by Arrow and Algeco.

11. Each of TDR Capital II Investments LP, TDR Capital LLP, Stephen Robertson and Manjit Dale (the "TDR Persons") may be deemed the beneficial owner of all or a portion of the securities reported herein. Each of the TDR Persons disclaims beneficial ownership of the securities of the Issuer, except to the extent of its or his pecuniary interest therein. The filing of this report shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or otherwise, the TDR Persons are the beneficial owners of any of the securities reported herein.

Remarks:

Due to the limitations of the electronic filing system, TDR Capital LLP and Manjit Dale are filing a separate Form 4. Stephen Robertson is filing a separate Form 4 disclosing his beneficial ownership interests in the securities of the Issuer held by Arrow and Algeco, which was submitted on the Securities and Exchange Commission's EDGAR system on or about the date hereof.

	Algeco Investments B.V., By: /s/ Sundip Thakrar, Name: Sundip Thakrar, Title: Director A	10/02/2020
	Algeco Investments 3 S.a r.l., By: /s/ Evelina Ezerinskaite, Name: Evelina Ezerinskaite, Title: Class A Manager	10/02/2020
	Algeco Investments 2 S.a r.l., By: /s/ Evelina Ezerinskaite, Name: Evelina Ezerinskaite, Title: Class A Manager	10/02/2020
	Algeco Investments 1 S.a r.l., By: /s/ Evelina Ezerinskaite, Name: Evelina Ezerinskaite, Title: Class A Manager	10/02/2020
	Algeco Global S.a r.l., By: /s/ Evelina Ezerinskaite, Name: Evelina Ezerinskaite, Title: Class A Manager	10/02/2020
	Algeco Limited Partnership SLP, By: Algeco GP S.a r.l., its General Partner /s/ Evelina Ezerinskaite, Name: Evelina Ezerinskaite, Title: Class A Manager	10/02/2020
	Algeco Holding S.a r.l., /s/ Sundip Thakrar, Name: Sundip Thakrar, Title: Director A	10/02/2020
	Arrow Holdings S.a r.l., By: /s/ Evelina Ezerinskaite, Name: Evelina Ezerinskaite, Title: Class A Manager	10/02/2020
	TDR Capital II Investments LP, By: TDR Capital LLP, its manager, By: /s/ Blair Thompson, Name: Blair Thompson, Title: Partner	10/02/2020
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Algeco Global S.a.r.l. Form 4Target Hospitality / Holdings S.a.r.l. Arrow ownership change