4//SEC Filing
TDR Capital LLP 4
Accession 0001104659-20-043271
CIK 0001712189other
Filed
Apr 2, 8:00 PM ET
Accepted
Apr 3, 6:13 PM ET
Size
11.0 KB
Accession
0001104659-20-043271
Insider Transaction Report
Form 4
TDR Capital LLP
10% Owner
Transactions
- Other
Restricted Stock Units
2020-04-01+31,656→ 69,907 total(indirect: By Arrow Holdings S.a r.l.)→ Common Stock (31,656 underlying)
DALE MANJIT
10% Owner
Transactions
- Other
Restricted Stock Units
2020-04-01+31,656→ 69,907 total(indirect: By Arrow Holdings S.a r.l.)→ Common Stock (31,656 underlying)
Footnotes (7)
- [F1]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.
- [F2]On April 1, 2020, the Compensation Committee of the Issuer approved the Director Retainer Reduction Equity Award Program (the "Retainer Program"). On April 1, 2020 as contemplated by the Retainer Program, Stephen Robertson was granted 24,351 restricted stock units ("RSUs") and Gary Lindsay was granted 7,305 RSUs pursuant to the Target Hospitality Corp. 2019 Incentive Award Plan (the "Plan"). The RSUs will ratably vest on June 30, September 30 and December 31, 2020. Immediately following the grant of RSUs, each of Mr. Robertson and Mr. Lindsay transferred the RSUs to Arrow Holding S.a r.l ("Arrow") which holds certain securities of Target Hospitality Corp. on behalf of TDR Capital II Holdings LP, the investment fund managed by TDR Capital LLP.
- [F3]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.
- [F4]Algeco Holdings is the controlling shareholder of Algeco Limited Partnership SLP ("Algeco SLP"), which is the controlling shareholder of Algeco Global S.a r.l. ("Algeco Global") which is the controlling shareholder of Algeco Investments 1 S.a r.l. (Lux) ("Algeco Investments 1"), which is the sole shareholder of Algeco Investments 2 S.a r.l. (Lux) ("Algeco Investments 2"), which is the sole shareholder of Algeco Investments 3 S.a r.l. (Lux) ("Algeco Investments 3" and together with Algeco Holdings, Algeco Global, Algeco SLP, Algeco Investments 1 and Algeco Investments 2, the "Algeco Entities").
- [F5]Algeco Investments 3 holds 40% of the share capital of Algeco Investments B.V. ("Algeco"), and Algeco Investments 2 holds the remaining 60%.
- [F6]TDR Capital II Investments LP, as the controlling shareholder of Algeco Holdings may be deemed the beneficial owner of the securities of the Issuer held by Algeco. 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 Algeco. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such securities of the Issuer held by Arrow and Algeco.
- [F7]Each of TDR Capital II Investments LP, TDR Capital LLP, Stephen Robertson and Manjit Dale (the "TDR Persons") may be deemed to be 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
IncorporatedUnited Kingdom
Related Parties
1- filerCIK 0001408159
Filing Metadata
- Form type
- 4
- Filed
- Apr 2, 8:00 PM ET
- Accepted
- Apr 3, 6:13 PM ET
- Size
- 11.0 KB