4/A//SEC Filing
DALE MANJIT 4/A
Accession 0000950170-24-064368
CIK 0001712189other
Filed
May 23, 8:00 PM ET
Accepted
May 24, 11:44 AM ET
Size
25.8 KB
Accession
0000950170-24-064368
Insider Transaction Report
Form 4/AAmended
MFA Global S.a.r.l.
10% Owner
Transactions
- Exercise/Conversion
Common Stock, par value $0.0001 per share
2024-05-18+10,288→ 64,613,005 total(indirect: By Arrow Holdings S.a r.l. and MFA Global S.a r.l.) - Exercise/Conversion
Restricted Stock Units
2024-05-18−10,288→ 0 total(indirect: By Arrow Holdings S.a r.l.)→ Common Stock (10,288 underlying)
TDR Capital II Investments LP
10% Owner
Transactions
- Exercise/Conversion
Common Stock, par value $0.0001 per share
2024-05-18+10,288→ 64,613,005 total(indirect: By Arrow Holdings S.a r.l. and MFA Global S.a r.l.) - Exercise/Conversion
Restricted Stock Units
2024-05-18−10,288→ 0 total(indirect: By Arrow Holdings S.a r.l.)→ Common Stock (10,288 underlying)
Lindsay Gary
10% Owner
Transactions
- Exercise/Conversion
Common Stock, par value $0.0001 per share
2024-05-18+10,288→ 64,613,005 total(indirect: By Arrow Holdings S.a r.l. and MFA Global S.a r.l.) - Exercise/Conversion
Restricted Stock Units
2024-05-18−10,288→ 0 total(indirect: By Arrow Holdings S.a r.l.)→ Common Stock (10,288 underlying)
DALE MANJIT
10% Owner
Transactions
- Exercise/Conversion
Common Stock, par value $0.0001 per share
2024-05-18+10,288→ 64,613,005 total(indirect: By Arrow Holdings S.a r.l. and MFA Global S.a r.l.) - Exercise/Conversion
Restricted Stock Units
2024-05-18−10,288→ 0 total(indirect: By Arrow Holdings S.a r.l.)→ Common Stock (10,288 underlying)
Mitchell Thomas Andrew
10% Owner
Transactions
- Exercise/Conversion
Common Stock, par value $0.0001 per share
2024-05-18+10,288→ 64,613,005 total(indirect: By Arrow Holdings S.a r.l. and MFA Global S.a r.l.) - Exercise/Conversion
Restricted Stock Units
2024-05-18−10,288→ 0 total(indirect: By Arrow Holdings S.a r.l.)→ Common Stock (10,288 underlying)
Arrow Holdings S.a.r.l.
10% Owner
Transactions
- Exercise/Conversion
Restricted Stock Units
2024-05-18−10,288→ 0 total(indirect: By Arrow Holdings S.a r.l.)→ Common Stock (10,288 underlying) - Exercise/Conversion
Common Stock, par value $0.0001 per share
2024-05-18+10,288→ 64,613,005 total(indirect: By Arrow Holdings S.a r.l. and MFA Global S.a r.l.)
Sapphire Holding S.a r.l.
10% Owner
Transactions
- Exercise/Conversion
Restricted Stock Units
2024-05-18−10,288→ 0 total(indirect: By Arrow Holdings S.a r.l.)→ Common Stock (10,288 underlying) - Exercise/Conversion
Common Stock, par value $0.0001 per share
2024-05-18+10,288→ 64,613,005 total(indirect: By Arrow Holdings S.a r.l. and MFA Global S.a r.l.)
MFA Limited Partnership SLP
10% Owner
Transactions
- Exercise/Conversion
Restricted Stock Units
2024-05-18−10,288→ 0 total(indirect: By Arrow Holdings S.a r.l.)→ Common Stock (10,288 underlying) - Exercise/Conversion
Common Stock, par value $0.0001 per share
2024-05-18+10,288→ 64,613,005 total(indirect: By Arrow Holdings S.a r.l. and MFA Global S.a r.l.)
TDR Capital LLP
10% Owner
Transactions
- Exercise/Conversion
Common Stock, par value $0.0001 per share
2024-05-18+10,288→ 64,613,005 total(indirect: By Arrow Holdings S.a r.l. and MFA Global S.a r.l.) - Exercise/Conversion
Restricted Stock Units
2024-05-18−10,288→ 0 total(indirect: By Arrow Holdings S.a r.l.)→ Common Stock (10,288 underlying)
MFA Holding S.a.r.l.
10% Owner
Transactions
- Exercise/Conversion
Common Stock, par value $0.0001 per share
2024-05-18+10,288→ 64,613,005 total(indirect: By Arrow Holdings S.a r.l. and MFA Global S.a r.l.) - Exercise/Conversion
Restricted Stock Units
2024-05-18−10,288→ 0 total(indirect: By Arrow Holdings S.a r.l.)→ Common Stock (10,288 underlying)
Footnotes (6)
- [F1]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.
- [F2]Includes (i) 15,628,865 shares of Common Stock held by MFA Global S.a r.l. ("MFA Global") and (ii) 48,984,140 shares of Common Stock held by Arrow Holdings S.a r.l. ("Arrow")
- [F3]On May 18, 2023, Stephen 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 previously disclosed Target Hospitality Corp. 2019 Incentive Award 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. 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.
- [F4]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. Sapphire Holding S.a r.l. is the direct shareholder of Arrow and wholly owned by TDR Capital II Investments LP.
- [F5]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 a founding partner of TDR Capital LLP, Manjit Dale may be deemed the beneficial owner of such securities of the Issuer held by Arrow and MFA Holdings. As managing partners of TDR Capital LLP, Gary Lindsay and Thomas Mitchell may be deemed the beneficial owners of such securities of the Issuer held by Arrow and MFA Holdings.
- [F6]Each of TDR Capital II Investments LP, TDR Capital LLP, Manjit Dale, Gary Lindsay and Thomas Mitchell (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.
Documents
Issuer
Target Hospitality Corp.
CIK 0001712189
Entity typeother
Related Parties
1- filerCIK 0001113203
Filing Metadata
- Form type
- 4/A
- Filed
- May 23, 8:00 PM ET
- Accepted
- May 24, 11:44 AM ET
- Size
- 25.8 KB