0001104659-21-070078.txt : 20210520
0001104659-21-070078.hdr.sgml : 20210520
20210520191619
ACCESSION NUMBER: 0001104659-21-070078
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210518
FILED AS OF DATE: 20210520
DATE AS OF CHANGE: 20210520
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: 21946091
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: 21946092
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
tm2117146-2_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2021-05-18
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
Common Stock, par value $0.0001 per share
2021-05-18
4
M
0
196629
A
64984849
I
By Arrow Holdings S.a r.l. and Algeco Investments B.V.
Restricted Stock Units
2021-05-18
4
J
0
134616
A
Common Stock
134616
331245
I
By Arrow Holdings S.a r.l.
Restricted Stock Units
2021-05-18
4
M
0
196629
D
Common Stock
196629
134616
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.
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").
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").
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.
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.
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, 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 Entities, 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,
2021-05-20
Name: Blair Thompson, Title: Partner /s/ Manjit Dale
2021-05-20