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