0001104659-20-043271.txt : 20200403
0001104659-20-043271.hdr.sgml : 20200403
20200403181303
ACCESSION NUMBER: 0001104659-20-043271
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200401
FILED AS OF DATE: 20200403
DATE AS OF CHANGE: 20200403
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: 20775199
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
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: 20775200
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
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
2020-04-01
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
2020-04-01
4
J
0
31656
A
Common Stock
31656
69907
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.
On April 1, 2020, the Compensation Committee of the Issuer approved the Director Retainer Reduction Equity Award Program (the "Retainer Program"). On April 1, 2020 as contemplated by the Retainer Program, Stephen Robertson was granted 24,351 restricted stock units ("RSUs") and Gary Lindsay was granted 7,305 RSUs pursuant to the Target Hospitality Corp. 2019 Incentive Award Plan (the "Plan"). The RSUs will ratably vest on June 30, September 30 and December 31, 2020. Immediately following the grant of RSUs, each of Mr. Robertson and Mr. Lindsay transferred the RSUs to Arrow Holding S.a r.l ("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.
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 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
2020-04-03
/s/ Manjit Dale
2020-04-03