SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Kelley John Travis

(Last) (First) (Middle)
2170 BUCKTHORNE PLACE
SUITE 440

(Street)
THE WOODLANDS TX 77380

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/04/2021
3. Issuer Name and Ticker or Trading Symbol
Target Hospitality Corp. [ TH ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP - Operations
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share 10,923 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) (1) Common Stock 70,605 (1) D
Employee Stock Option (Right to Buy) (2) 05/21/2029 Common Stock 29,941 10.83 D
Employee Stock Option (Right to Buy) (3) 03/04/2030 Common Stock 79,365 4.51 D
Stock Appreciation Rights (4) 02/25/2031 Common Stock 108,696 1.79 D
Explanation of Responses:
1. 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 6,926 RSUs which vest in three equal annual installments beginning on 05/21/2021, 16,060 RSUs which vest in three equal annual installments beginning 03/04/2022, 47,619 RSUs which vest 50% on 02/25/2023 and the remaining 50% on 02/25/2024.
2. The option became exercisable as to 7,485 shares on 05/21/2020, and becomes exercisable as to the remaining 22,456 shares in the three equal annual installments beginning 05/21/2021.
3. The option became exercisable as to 19,842 shares on 03/04/2021, and becomes exercisable as to the remaining 59,523 shares in three equal annual installments beginning 03/04/2022.
4. The SARs vest 50% on 02/25/2023 and the remaining 50% on 02/25/2024.
Remarks:
Heidi D. Lewis is signing as Attorney-in-Fact pursuant to the power of attorney dated April 29, 2021 granted by John Travis Kelley, a copy of which is filed as Exhibit 24 and incorporated herein by reference. Exhibit List: Exhibit 24 - Power of Attorney
/s/ Heidi D. Lewis, as Attorney-in-Fact on behalf of John Travis Kelley 05/06/2021
** 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 5 (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.