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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Schrenk Troy C.
(Last) (First) (Middle)
9320 LAKESIDE BLVD., STE 300
(Street)
THE WOODLANDS TX 77381
(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)
SEVP, Operations & CCO
3. Date of Earliest Transaction (Month/Day/Year)
02/24/2024
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.0001 per share 02/24/2024 M 24,917 A (1) 56,240 D
Common Stock, par value $0.0001 per share 02/24/2024 F 6,067 D $9.41(2) 50,173 D
Common Stock, par value $0.0001 per share 02/25/2024 M 47,619 A (1) 97,792 D
Common Stock, par value $0.0001 per share 02/25/2024 F 11,595 D $9.41(2) 86,197 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 02/24/2024 M 24,917 (3) (3) Common Stock 24,917 $0 118,191(3) D
Restricted Stock Units (1) 02/25/2024 M 47,619 (3) (3) Common Stock 47,619 $0 70,572(3) D
Explanation of Responses:
1. 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.
2. Restricted stock units withheld for payment of tax liability upon vesting of 24,917 RSUs on 02/24/2024 and 47,619 RSUs on 02/25/2024. Stock price reflects closing stock price as of February 23, 2024, the last business day prior to vest.
3. Total includes unvested RSUs from the following grants: 15,385 RSUs granted on March 1, 2023 which vest in four equal installments on each of the first four anniversaries of the grant date beginning on March 1, 2024; 99,668 RSUs granted on February 24, 2022, which vest in four equal installments on each of the first four anniversaries of the grant date beginning on February 24, 2023; 95,238 RSUs granted on February 25, 2021 which vest 50% on the second anniversary of the grant date and the remaining 50% on the third anniversary of the grant date and 21,414 RSUs granted on March 4, 2020 which vest in four equal installments on each of the first four anniversaries of the grant date beginning on March 4, 2021. Awards are subject to the terms of the respective RSU award agreements and subject to the Target Hospitality Corp. 2019 Incentive Award Plan, as amended.
/s/ Heidi D. Lewis, as Attorney-in-Fact on behalf of Troy C. Schrenk 02/27/2024
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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