0001104659-23-063138.txt : 20230522 0001104659-23-063138.hdr.sgml : 20230522 20230522160549 ACCESSION NUMBER: 0001104659-23-063138 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230518 FILED AS OF DATE: 20230522 DATE AS OF CHANGE: 20230522 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: 23944399 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: 23944400 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: MFA Limited Partnership SLP CENTRAL INDEX KEY: 0001765696 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1218 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38343 FILM NUMBER: 23944402 BUSINESS ADDRESS: STREET 1: 20 RUE EUGENE RUPPERT CITY: LUXEMBOURG CITY STATE: N4 ZIP: L-2453 BUSINESS PHONE: 4402039610905 MAIL ADDRESS: STREET 1: 20 RUE EUGENE RUPPERT CITY: LUXEMBOURG CITY STATE: N4 ZIP: L-2453 FORMER NAME: FORMER CONFORMED NAME: Modulaire Limited Partnership SLP DATE OF NAME CHANGE: 20211216 FORMER NAME: FORMER CONFORMED NAME: Algeco Limited Partnership SLP DATE OF NAME CHANGE: 20190123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TDR Capital II Investments LP CENTRAL INDEX KEY: 0001771172 STATE OF INCORPORATION: X0 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38343 FILM NUMBER: 23944405 BUSINESS ADDRESS: STREET 1: 20 BENTINCK STREET CITY: LONDON STATE: X0 ZIP: W1U 2EU BUSINESS PHONE: 442073994200 MAIL ADDRESS: STREET 1: 20 BENTINCK STREET CITY: LONDON STATE: X0 ZIP: W1U 2EU REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MFA Global S.a.r.l. CENTRAL INDEX KEY: 0001766340 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1218 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38343 FILM NUMBER: 23944401 BUSINESS ADDRESS: STREET 1: 20 RUE EUGENE RUPPERT CITY: LUXEMBOURG CITY STATE: N4 ZIP: L-2453 BUSINESS PHONE: 4402039610905 MAIL ADDRESS: STREET 1: 20 RUE EUGENE RUPPERT CITY: LUXEMBOURG CITY STATE: N4 ZIP: L-2453 FORMER NAME: FORMER CONFORMED NAME: Modulaire Global S.a.r.l. DATE OF NAME CHANGE: 20211216 FORMER NAME: FORMER CONFORMED NAME: Algeco Global S.a.r.l. DATE OF NAME CHANGE: 20190129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MFA Holding S.a.r.l. CENTRAL INDEX KEY: 0001766820 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1218 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38343 FILM NUMBER: 23944403 BUSINESS ADDRESS: STREET 1: 20 RUE EUGENE RUPPERT CITY: LUXEMBOURG CITY STATE: N4 ZIP: L-2453 BUSINESS PHONE: 352 264932898 MAIL ADDRESS: STREET 1: 20 RUE EUGENE RUPPERT CITY: LUXEMBOURG CITY STATE: N4 ZIP: L-2453 FORMER NAME: FORMER CONFORMED NAME: Modulaire Holding S.a.r.l. DATE OF NAME CHANGE: 20211216 FORMER NAME: FORMER CONFORMED NAME: Algeco Holding S.a.r.l. DATE OF NAME CHANGE: 20190204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Arrow Holdings S.a.r.l. CENTRAL INDEX KEY: 0001767017 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1218 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38343 FILM NUMBER: 23944404 BUSINESS ADDRESS: STREET 1: 20 RUE EUGENE RUPPERT CITY: LUXEMBOURG STATE: N4 ZIP: L-2453 BUSINESS PHONE: 35226493298 MAIL ADDRESS: STREET 1: 20 RUE EUGENE RUPPERT CITY: LUXEMBOURG STATE: N4 ZIP: L-2453 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: 9320 LAKESIDE BLVD. STREET 2: SUITE 300 CITY: THE WOODLANDS STATE: TX ZIP: 77381 BUSINESS PHONE: 832 709-2563 MAIL ADDRESS: STREET 1: 9320 LAKESIDE BLVD. STREET 2: SUITE 300 CITY: THE WOODLANDS STATE: TX ZIP: 77381 FORMER COMPANY: FORMER CONFORMED NAME: Platinum Eagle Acquisition Corp. DATE OF NAME CHANGE: 20170718 4 1 tm2316359-1_4seq1.xml OWNERSHIP DOCUMENT X0407 4 2023-05-18 0 0001712189 Target Hospitality Corp. TH 0001771172 TDR Capital II Investments LP C/O TDR CAPITAL LLP 20 BENTINCK STREET LONDON X0 W1U 2EU UNITED KINGDOM 0 0 1 0 0001767017 Arrow Holdings S.a.r.l. C/O TDR CAPITAL LLP 20 BENTINCK STREET LONDON X0 W1U 2EU UNITED KINGDOM 0 0 1 0 0001766820 MFA Holding S.a.r.l. C/O TDR CAPITAL LLP 20 BENTINCK STREET LONDON X0 W1U 2EU UNITED KINGDOM 0 0 1 0 0001765696 MFA Limited Partnership SLP C/O TDR CAPITAL LLP 20 BENTINCK STREET LONDON X0 W1U 2EU UNITED KINGDOM 0 0 1 0 0001766340 MFA Global S.a.r.l. C/O TDR CAPITAL LLP 20 BENTINCK STREET LONDON X0 W1U 2EU UNITED KINGDOM 0 0 1 0 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 0 Common Stock, par value $0.0001 per share 2023-05-18 4 M 0 39370 A 64602717 I By Arrow Holdings S.a r.l. and MFA Global S.a r.l. Restricted Stock Units 2023-05-18 4 M 0 39370 0 D Common Stock 39370 0 I By Arrow Holdings S.a r.l. Restricted Stock Units 2023-05-18 4 J 0 10288 0 A Common Stock 10288 10288 I By Arrow Holdings S.a r.l. Each restricted stock unit ("RSU") 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 MFA Global S.a r.l. ("MFA Global") and (ii) 48,973,852 shares of Common Stock held by Arrow Holdings S.a r.l. ("Arrow") On May 18, 2022, Stephen Robertson was granted 39,370 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 (as amended, the "Plan") and the award agreements entered into between the Issuer and Mr. Robertson. 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, 2023, Mr. Robertson was granted 10,288 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 Plan and the award agreements entered into between the Issuer and Mr. Robertson. Subject to certain exceptions, vested shares will be delivered upon separation of service from the BOD. Immediately following such grant, Mr. Robertson transferred the RSUs to Arrow. Upon transfer to Arrow, the RSUs 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. MFA Holding S.a r.l. ("MFA Holdings") is the controlling shareholder of MFA Limited Partnership SLP ("MFA SLP" and together with MFA Holdings and MFA Global, the "MFA Entities"), which is the controlling shareholder of MFA Global. TDR Capital II Investments LP, as the controlling shareholder of MFA Holdings, may be deemed the beneficial owner of the securities of the Issuer held by MFA Global. 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 MFA Global. 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 MFA Holdings. Each of TDR Capital II Investments LP, TDR Capital LLP, Stephen Robertson and Manjit Dale (the "TDR Persons") may be deemed 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. Stephen Robertson is filing a separate Form 4 disclosing his beneficial ownership interests in the securities of the Issuer held by Arrow and MFA Global, which was submitted on the Securities and Exchange Commission's EDGAR system on or about the date hereof. MFA Global S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Liquidator 2023-05-22 MFA Limited Partnership SLP, By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Manager, MFA GP Sarl 2023-05-22 MFA Holding S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Class A Manager 2023-05-22 Arrow Holdings S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Class A Manager 2023-05-22 TDR Capital II Investments LP, By: /s/ Blair Thompson, Name: Blair Thompson, Title: Authorised Signatory 2023-05-22 TDR Capital LLP, By: /s/ BlairThompson, Name: Blair Thompson,Title: Authorised Signatory 2023-05-22 /s/ Manjit Dale 2023-05-22