Form 4: TDR Capital II Investments LP Reports Transaction in Target Hospitality Corp.

TDR Capital II Investments LP reports acquisition of restricted stock units and indirect beneficial ownership of Target Hospitality Corp. shares.

Summary

• TDR Capital II Investments LP and related entities filed a Form 4 detailing changes in beneficial ownership of Target Hospitality Corp. securities.
• On May 18, 2024, 10,288 restricted stock units (RSUs) were acquired.
• These RSUs represent a contingent right to receive one share of common stock of Target Hospitality Corp. upon vesting.
• Stephen Robertson was initially granted the RSUs, which vest on the first anniversary of the grant date or the date of the first annual meeting of stockholders following the grant date.
• Mr. Robertson transferred the RSUs to Arrow Holdings S.a r.l. immediately following the grant, with the RSUs vesting under the same terms.
• TDR Capital II Investments LP may be deemed the beneficial owner of securities held by Arrow Holdings S.a r.l. due to its controlling shareholder status.
• The report also indicates that TDR Capital II Investments LP may be deemed the beneficial owner of securities held by MFA Global S.a r.l.
• As of the transaction, TDR Capital II Investments LP indirectly beneficially owns 64,613,005 shares of Target Hospitality Corp. common stock through Arrow Holdings S.a r.l. and MFA Global S.a r.l.

Sentiment

Score: 5

Explanation: The document is a standard regulatory filing, so the sentiment is neutral.

Management Comments

• 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.

Industry Context

Form 4 filings are standard practice for reporting changes in beneficial ownership by company insiders and major shareholders, providing transparency to the market.

Stakeholder Impact

• The filing provides transparency to shareholders regarding the ownership structure of the company.
• The acquisition of RSUs by insiders may signal confidence in the company's future performance.

Key Dates