FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 * TDR Capital LLP 2. Issuer Name and Ticker or Trading Symbol Target Hospitality Corp. [ TH ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
C/O TDR CAPITAL LLP, 20 BENTINCK STREET
3. Date of Earliest Transaction (MM/DD/YYYY)
5/18/2021
(Street)
LONDON, X0 W1U 2EU
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  5/18/2021    M    196629  A  (1) 64984849 (2) I  By Arrow Holdings S.a r.l. and Algeco Investments B.V. (6)(7)(8)(9)(10)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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   (1) 5/18/2021    J (3)(4)(5)    134616       (3)(4)(5)  (3)(4)(5) Common Stock  134616   (3)(4)(5) 331245 (6) I  By Arrow Holdings S.a r.l. (5)(6)(7)(8)(9)(10)
Restricted Stock Units   (1) 5/18/2021    M (3)(4)(5)       196629    (3)(4)(5)  (3)(4)(5) Common Stock  196629   (3)(4)(5) 134616 (6) I  By Arrow Holdings S.a r.l. (5)(6)(7)(8)(9)(10)

Explanation of Responses:
(1)  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.
(2)  Includes (i) 15,628,865 shares of Common Stock held by Algeco Investments B.V. ("Algeco") and (ii) 49,355,984 shares of Common Stock held by Arrow Holdings S.a r.l. ("Arrow").
(3)  On May 20, 2020, Stephen Robertson was granted 140,449 restricted stock units ("RSUs"), and Gary Lindsay was granted 56,180 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 (the "Plan") and the award agreements entered into between the Issuer and Mr. Robertson and Mr. Lindsay, respectively. Subject to certain exceptions, vested shares will be delivered upon separation of service from the Board of Directors of the Issuer ("BOD").
(4)  On May 18, 2021, Mr. Robertson was granted 96,154 RSUs and Mr. Lindsay was granted 38,462 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 Plan and award agreement. Subject to certain exceptions, vested shares will be delivered upon separation of service from the BOD.
(5)  Immediately following the grant of RSUs, each of Mr. Robertson and Mr. Lindsay transferred the RSUs to 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.
(6)  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.
(7)  Algeco Holding S.a r.l. ("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").
(8)  Algeco Investments 3 holds 40% of the share capital of Algeco, and Algeco Investments 2 holds the remaining 60%.
(9)  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.
(10)  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.

Remarks:
Due to the limitations of the electronic filing system, the Algeco Entities, Arrow and TDR Capital II Investments LP are filing a separate Form 4. Stephen Robertson is also filing a separate Form 4 disclosing his beneficial ownership interests in the securities of the Issuer held by Arrow and Algeco, which was submitted on the Securities and Exchange Commission's EDGAR system on or about the date hereof.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
TDR Capital LLP
C/O TDR CAPITAL LLP
20 BENTINCK STREET
LONDON, X0 W1U 2EU

X

DALE MANJIT
C/O TDR CAPITAL LLP
20 BENTINCK STREET
LONDON, X0 W1U 2EU

X


Signatures
TDR Capital LLP, By: /s/ Blair Thompson, 5/20/2021
**Signature of Reporting Person Date
Name: Blair Thompson, Title: Partner /s/ Manjit Dale 5/20/2021
**Signature of Reporting Person Date
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