Target Hospitality Corp. — Director's Dealing 2021

Mar 1, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Target Hospitality Corp. (TH)
CIK: 0001712189
Period of Report: 2021-02-25

Reporting Person: Lewis Heidi Diane (EVP, General Counsel & Sec)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-25	Restricted Stock Units	$	A	47619	Acquired		Common Stock (47619)	Direct
2021-02-25	Stock Appreciation Rights	$1.79	A	108696	Acquired	2031-02-25	Common Stock (108696)	Direct

Footnotes

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 February 25, 2021, the Reporting Person was granted by the Compensation Committee 47,619 RSUs which vest 50% on the second anniversary of the grant date and the remaining 50% on the third anniversary of the grant date, subject to the terms and conditions of the previously disclosed Target Hospitality Corp. 2019 Incentive Award Plan (the "Plan") and the Restricted Stock Unit Award Agreement entered into between Issuer and the Reporting Person.

F3: Total includes in addition to the grant of 47,619 RSUs on February 25, 2021, unvested RSUs from the following grants: 21,414 restricted stock units granted on March 4, 2020 which vest in four equal annual installments on each of the first four anniversaries of the grant date beginning March 4, 2021 and 9,234 restricted stock units granted on May 21, 2019 which vest in four equal annual installments on each of the first four anniversaries of the grant date beginning on May 21, 2020, subject to the terms and conditions of the Plan and the Restricted Stock Unit Award Agreements entered into between the Issuer and the Reporting Person.

F4: The Stock Appreciation Rights ("SARs"), reported on this Form 4, represent upon vesting the right to receive payment in cash or stock, at the Company's discretion, the amount of the increase from the grant date price and fair market value pursuant to the terms and conditions of the Plan and the SAR Award Agreement entered into between the Issuer and the Reporting Person as of February 25, 2021 (the "SAR Award Agreement"). The SARs vest 50% on the second anniversary of the grant date and the remaining 50% on the third anniversary of the grant date, subject to the terms and conditions of the Plan and SAR Award Agreement.