FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Kelley John Travis 2. Date of Event Requiring Statement (MM/DD/YYYY)
5/4/2021 

3. Issuer Name and Ticker or Trading Symbol Target Hospitality Corp. [TH]
(Last)       (First)       (Middle)
2170 BUCKTHORNE PLACE, SUITE 440
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
EVP - Operations /
(Street)
THE WOODLANDS, TX 77380      
(City)             (State)             (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

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  10923  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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  70605   (1) D   
Employee Stock Option (Right to Buy)   (2) 5/21/2029  Common Stock  29941  $10.83  D   
Employee Stock Option (Right to Buy)   (3) 3/4/2030  Common Stock  79365  $4.51  D   
Stock Appreciation Rights   (4) 2/25/2031  Common Stock  108696  $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

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kelley John Travis
2170 BUCKTHORNE PLACE
SUITE 440
THE WOODLANDS, TX 77380


EVP - Operations

Signatures
/s/ Heidi D. Lewis, as Attorney-in-Fact on behalf of John Travis Kelley 5/6/2021
**Signature of Reporting Person Date
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