CFO & CAO Vlacich Jason Paul was granted 24,916 shares, converted options into 12,459 shares and covered exercise/tax liability with 9,100 shares, increasing direct ownership by 51% to 83,465 units (SEC Form 4)
$TH
Hotels/Resorts
Consumer Discretionary
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Target Hospitality Corp. [ TH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/24/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/24/2025 | A(1) | 24,916 | A | $0 | 80,106 | D | |||
| Common Stock, par value $0.0001 per share | 02/24/2025 | M | 12,459 | A | (2) | 92,565 | D | |||
| Common Stock, par value $0.0001 per share | 02/24/2025 | F | 9,100 | D | $5.05(3) | 83,465 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | (2) | 02/24/2025 | M | 12,459 | (4) | (4) | Common Stock | 12,459 | $0 | 57,784(4) | D | ||||
| Explanation of Responses: |
| 1. The shares of common stock of the Issuer, par value $0.0001 per share ("Common Stock") were acquired for the satisfaction of performance criteria underlying an award of performance stock units ("PSUs") granted to the Reporting Person on February 24, 2022 under the terms of the Target Hospitality Corp. 2019 Incentive Award Plan, as amended (the "Plan"), and the PSU Award Agreement between the Reporting Person and the Issuer (the "PSU Award Agreement"). The number of PSUs that vest range from 0% to 150% of the Target Level (as defined in the PSU Agreement) depending upon the achievement of specified three-year cumulative operating cash flow amounts as determined based on the net cash flow from operations disclosed in the Issuer's Annual Reports on Form 10-K for the period from January 1, 2022 through December 31, 2024. The PSUs vested at 150% of the Target Level, resulting in a payout of 24,916 shares. |
| 2. Each Restricted Stock Unit represents a contingent right to receive upon vesting one share of Common Stock or its cash equivalent. |
| 3. Restricted stock units withheld for payment of tax liability upon vesting of 12,459 RSUs and 24,916 PSUs on February 24, 2025. Stock price reflects closing stock price as of February 24, 2025. |
| 4. Total includes unvested RSUs from the following grants: 39,557 RSUs granted on February 29, 2024 which vest in four annual installments on each of the first four anniversaries of the grant date beginning on March 1, 2025; 7,692 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; and 49,834 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. Awards are subject to the terms of the respective RSU award agreements and subject to the Plan, as amended. |
| /s/ Heidi D. Lewis, as Attorney-in-Fact on behalf of Jason Vlacich | 02/26/2025 | |
| ** 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. | ||