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 X0 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) 04/17/2019
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001 per share	04/17/2019		J		10,057,462(1)	D	(1)	64,728,865(2)	I(3)(4)(5)(6)(7)	By Arrow Holdings S.a r.l. and Algeco Investments B.V.

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* TDR Capital II Investments LP (Last) (First) (Middle) 20 BENTINCK STREET (Street) LONDON X0 W1U 2EU (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Arrow Holdings S.a.r.l. (Last) (First) (Middle) 20 RUE EUGENE RUPPERT (Street) LUXEMBOURG N4 L-2453 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Algeco Holding S.a.r.l. (Last) (First) (Middle) 20 RUE EUGENE RUPPERT (Street) LUXEMBOURG CITY N4 L-2453 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Algeco Limited Partnership SLP (Last) (First) (Middle) 20 RUE EUGENE RUPPERT (Street) LUXEMBOURG CITY N4 L-2453 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Algeco Global S.a.r.l. (Last) (First) (Middle) 20 RUE EUGENE RUPPERT (Street) LUXEMBOURG CITY N4 L-2453 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Algeco Investments 1 S.a.r.l. (Last) (First) (Middle) 20 RUE EUGENE RUPPERT (Street) LUXEMBOURG CITY N4 L-2453 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Algeco Investments 2 S.a.r.l. (Last) (First) (Middle) 20 RUE EUGENE RUPPERT (Street) LUXEMBOURG CITY N4 L-2453 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Algeco Investments 3 S.a.r.l. (Last) (First) (Middle) 20 RUE EUGENE RUPPERT (Street) LUXEMBOURG CITY N4 L-2453 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Algeco Investments B.V. (Last) (First) (Middle) NARITAWEG 165, TELESTONE 8 (Street) AMSTERDAM P7 1043 BW (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The shares of common stock of the Issuer, par value $0.0001 per share, reported on this Form 4 were distributed pursuant to the terms of that certain Amended and Restated Earn-Out Agreement dated November 11, 2018, by and among Target Logistics Management, LLC, Williams Scotsman International, Inc., Algeco Holding S.a r.l. ("Algeco Holdings"), Brian S. Lash as the Seller Representative and the other Sellers party thereto, and in accordance with the terms and conditions of that certain Agreement dated April 15, 2019 between Algeco Holdings and Brian S. Lash as the Seller Representative, on behalf of himself and each other Seller.

2. Includes (i) 15,628,865 shares of Common Stock held by Algeco Investments B.V. ("Algeco") and (ii) 49,100,000 shares of Common Stock held by Arrow Holdings S.a r.l. ("Arrow").

3. The shares of common stock of the Issuer reported on this Form 4 were acquired and are held by Arrow and Algeco in connection with the closing of a certain business combination. As the controlling shareholder of Arrow, TDR Capital II Investments LP, may be deemed the beneficial owner of the shares of the Issuer's common stock held by Arrow.

4. 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").

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

6. TDR Capital II Investments LP, as the controlling shareholder of Algeco Holdings may be deemed the beneficial owner of the shares of the Issuer's common stock held by Algeco. As manager of TDR Capital II Investments LP, TDR Capital LLP may be deemed the beneficial owner of such shares of common stock 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 shares of common stock of the Issuer held by Arrow and Algeco.

7. 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 common stock 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/ Jasper van Rossum, Name: Jasper van Rossum, Title: Director	04/19/2019
	Algeco Investments 3 S.a r.l., By: /s/ Jorrit Crompvoets, Name: Jorrit Crompvoets, Title: Manager	04/19/2019
	Algeco Investments 2 S.a r.l., By: /s/ Jorrit Crompvoets, Name: Jorrit Crompvoets, Title: Manager	04/19/2019
	Algeco Investments 1 S.a r.l., By: /s/ Jorrit Crompvoets, Name: Jorrit Crompvoets, Title: Manager	04/19/2019
	Algeco Global S.a r.l., By: /s/ Jorrit Crompvoets, Name: Jorrit Crompvoets, Title: Manager	04/19/2019
	Algeco Limited Partnership SLP, By: Algeco G.P. S.a r.l., its manager, By: /s/ Gary May, Name: Gary May, Title: Gerant	04/19/2019
	Algeco Holding S.a r.l., By: /s/ Jorrit Crompvoets, Name: Jorrit Crompvoets, Title: Manager	04/19/2019
	Arrow Holdings S.a r.l., By: /s/ Jorrit Crompvoets, Name: Jorrit Crompvoets, Title: Manager	04/19/2019
	TDR Capital II Investments LP, By: TDR Capital LLP, its manager, By: /s/ Blair Thompson, Name: Blair Thompson, Title: Partner	04/19/2019
	** Signature of Reporting Person	Date
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