Algeco Global S.a.r.l. Form 4 Target Hospitality / Global S.a.r.l. Algeco 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

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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)

C/O TDR CAPITAL LLP

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)
05/18/2021

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	05/18/2021		M		196,629	A	⁽¹⁾	64,984,849⁽²⁾	I	By Arrow Holdings S.a r.l. and Algeco Investments B.V.⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾

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⁾	05/18/2021		J⁽³⁾⁽⁴⁾⁽⁵⁾		134,616		⁽³⁾⁽⁴⁾⁽⁵⁾	⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	134,616	⁽³⁾⁽⁴⁾⁽⁵⁾	331,245	I	By Arrow Holdings S.a r.l.⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Restricted Stock Units	⁽¹⁾	05/18/2021		M⁽³⁾⁽⁴⁾⁽⁵⁾			196,629	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	196,629	⁽³⁾⁽⁴⁾⁽⁵⁾	134,616	I	By Arrow Holdings S.a r.l.⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾

1. Name and Address of Reporting Person^*

TDR Capital II Investments LP

(Last)

(First)

(Middle)

C/O TDR CAPITAL LLP

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 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) 49,355,984 shares of Common Stock held by Arrow Holdings S.a r.l. ("Arrow").

3. On May 20, 2020, Stephen Robertson was granted 140,449 restricted stock units ("RSUs"), and Gary 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 the terms and conditions of the previously disclosed 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 of the Issuer ("BOD").

4. On May 18, 2021, Mr. Robertson was granted 96,154 RSUs and Mr. Lindsay was granted 38,462 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 the Plan and award agreement. Subject to certain exceptions, vested shares will be delivered upon separation of service from the BOD.

5. Immediately following the 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.

6. 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.

7. 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").

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

9. 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.

10. Each of TDR Capital II Investments LP, TDR Capital LLP, Stephen Robertson and Manjit Dale (the "TDR Persons") may be deemed to be 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/ Dennis Kulk, Name: Dennis Kulk, Title: Director	05/20/2021
	Algeco Investments 3 S.a r.l., By: /s/ Evelina Ezerinskaite, Name: Evelina Ezerinskaite, Title: Manager	05/20/2021
	Algeco Investments 2 S.a r.l., By: /s/ Evelina Ezerinskaite Name: Evelina Ezerinskaite, Title: Manager	05/20/2021
	Algeco Investments 1 S.a r.l., By: /s/ Jan Overheul, Name: Jan Overheul, Title: Manager	05/20/2021
	Algeco Global S.a r.l., By: /s/ Evelina Ezerinskaite, Name: Evelina Ezerinskaite, Title: Manager	05/20/2021
	Algeco Limited Partnership SLP, By: /s/ Jan Overheul, Name: Jan Overheul, Title: Gerant	05/20/2021
	Algeco Holding S.a r.l., By: /s/ Jan Overheul, Name: Jan Overheul, Title: Manager	05/20/2021
	Arrow Holdings S.a r.l., By: /s/ Evelina Ezerinskaite, Name: Evelina Ezerinskaite, Title: Manager	05/20/2021
	TDR Capital II Investments LP, By: TDR Capital LLP, its manager, By: /s/ Blair Thompson, Name: Blair Thompson, Title: Partner	05/20/2021
	** Signature of Reporting Person	Date
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Algeco Global S.a.r.l. Form 4Target Hospitality / Global S.a.r.l. Algeco ownership change