SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kalamaras Eric

(Last)

(First)

(Middle)

9320 LAKESIDE BLVD, SUITE 300

(Street)

THE WOODLANDS

77380

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Target Hospitality Corp. [ TH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.0001 per share	03/13/2023		S⁽¹⁾		300	D	$17.14⁽³⁾	106,260	D
Common Stock, par value $0.0001 per share	03/14/2023		S		1,750	D	$17.41	104,510	D
Common Stock, par value $0.0001 per share	03/14/2023		S		12,000	D	$17.29⁽⁴⁾	92,510	D
Common Stock, par value $0.0001 per share	03/14/2023		S⁽¹⁾		11,376	D	$17.33⁽⁵⁾	81,134	D
Common Stock, par value $0.0001 per share	03/14/2023		M⁽²⁾		50,000	A	$4.51	131,134	D
Common Stock, par value $0.0001 per share	03/14/2023		S⁽²⁾		50,000	D	$17.5	81,134	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$4.51	03/14/2023		M⁽²⁾			50,000	⁽⁶⁾	03/04/2030	Common Stock	50,000	$0.00	128,572	D

Explanation of Responses:

1. Sale pursuant to 10b5-1 plan entered into January 5, 2023.

2. Exercise and sale pursuant to 10b5-1 plan entered into January 5, 2023.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.99 to $17.24, inclusive. The Reporting Person undertakes to provide to Target Hospitality Corp., any security holder of Target Hospitality Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 3 to this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.27 to $17.42, inclusive. The Reporting Person undertakes to provide to Target Hospitality Corp., any security holder of Target Hospitality Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 4 to this Form 4.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.99 to $17.78, inclusive. The Reporting Person undertakes to provide to Target Hospitality Corp., any security holder of Target Hospitality Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 5 to this Form 4.

6. The options reported in this footnote 6 represent the right upon vesting to buy shares of Common Stock pursuant to the terms and conditions of the Target Hospitality Corp. 2019 Incentive Award Plan (as amended, the "Plan") and the Nonqualified Stock Option Award Agreement entered into between the Issuer and the Reporting Person as of March 4, 2020 (the "Option Award Agreement"). The options reported in this footnote 6 vest in equal installments on each of the first four anniversaries of the grant date beginning on March 4, 2021, subject to the terms and conditions of the Plan and Option Award Agreement.

	/s/ Heidi D. Lewis, as Attorney-in-Fact on behalf of Eric T. Kalamaras	03/15/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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