0001104659-19-031476.txt : 20190523
0001104659-19-031476.hdr.sgml : 20190523
20190523162414
ACCESSION NUMBER: 0001104659-19-031476
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190521
FILED AS OF DATE: 20190523
DATE AS OF CHANGE: 20190523
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DALE MANJIT
CENTRAL INDEX KEY: 0001113203
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38343
FILM NUMBER: 19850470
MAIL ADDRESS:
STREET 1: C/O TDR CAPITAL LLP
STREET 2: 20 BENTINCK STREET
CITY: LONDON
STATE: X0
ZIP: W1U 2EU
FORMER NAME:
FORMER CONFORMED NAME: MANJIT DALE
DATE OF NAME CHANGE: 20000501
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TDR Capital LLP
CENTRAL INDEX KEY: 0001408159
STATE OF INCORPORATION: X0
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38343
FILM NUMBER: 19850471
BUSINESS ADDRESS:
STREET 1: 20 BENTINCK STREET
CITY: LONDON
STATE: X0
ZIP: W1U 2EU
BUSINESS PHONE: 44-20-7399-4245
MAIL ADDRESS:
STREET 1: 20 BENTINCK STREET
CITY: LONDON
STATE: X0
ZIP: W1U 2EU
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Target Hospitality Corp.
CENTRAL INDEX KEY: 0001712189
STANDARD INDUSTRIAL CLASSIFICATION: HOTELS, ROOMING HOUSE, CAMPS & OTHER LODGING PLACES [7000]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2170 BUCKTHORNE PLACE
STREET 2: SUITE 440
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
BUSINESS PHONE: 832 709-2563
MAIL ADDRESS:
STREET 1: 2170 BUCKTHORNE PLACE
STREET 2: SUITE 440
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
FORMER COMPANY:
FORMER CONFORMED NAME: Platinum Eagle Acquisition Corp.
DATE OF NAME CHANGE: 20170718
4
1
a4.xml
4
X0306
4
2019-05-21
0
0001712189
Target Hospitality Corp.
TH
0001408159
TDR Capital LLP
C/O TDR CAPITAL LLP
20 BENTINCK STREET
LONDON
X0
W1U 2EU
UNITED KINGDOM
0
0
1
0
0001113203
DALE MANJIT
C/O TDR CAPITAL LLP
20 BENTINCK STREET
LONDON
X0
W1U 2EU
UNITED KINGDOM
0
0
1
0
Restricted Stock Units
2019-05-21
4
J
0
38251
A
Common Stock
38251
38251
I
By Arrow Holdings S.a r.l.
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.
Restricted stock units granted to Stephen Robertson and Gary Lindsay pursuant to the Target Hospitality Corp. 2019 Incentive Award Plan and the Restricted Stock Unit Agreements between the Issuer and each of Mr. Robertson and Mr. Lindsay dated as of May 21, 2019. These restricted stock units comprise part of the Issuer's annual compensation program for non-executive directors and, subject to the terms and conditions of such plan and award agreement, the restricted stock units 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 certain exceptions, vested shares will be delivered upon separation of service from the Board of Directors of the Issuer.
Immediately following the grant of the restricted stock units, each of Mr. Robertson and Mr. Lindsay transferred the restricted stock units to Arrow Holding S.a r.l ("Arrow") which holds certain equity 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 will vest in accordance with the same terms and conditions of the initial grant.
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.
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").
Algeco Investments 3 holds 40% of the share capital of Algeco Investments B.V. ("Algeco"), and Algeco Investments 2 holds the remaining 60%.
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.
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.
Due to the limitations of the electronic filing system, the Algeco Entites, Arrow and TDR Capital II Investments LP are filing a separate Form 4. Stephen Robertson is also 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.
TDR Capital LLP, By: /s/ Blair Thompson, Name: Blair Thompson, Title: Partner
2019-05-23
/s/ Manjit Dale
2019-05-23