SEC Form 4 · accession 0001144204-18-002701
Target Hospitality Corp. · TH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Jeffrey Sagansky
Officer — Chief Executive Officer · Director · 10% Owner
Eli Baker
Officer — President, CFO and Secretary · 10% Owner
Platinum Eagle Acquisition LLC
Director · 10% Owner · Other
Period of report
Jan 16, 2018
Accepted (ET)
Jan 18, 2018 · 7:11 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001712189
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Ordinary SharesF2,F1,F3 | — | Jan 16, 2018 | D | 255,000 | D | — | — | Class A Ordinary Shares | 255,000 | 4,143,750 | D |
| Private Placement WarrantsF3,F4,F5,F6 | $11.50 | Jan 17, 2018 | A | 2,333,333 | A | — | — | Class A Ordinary Shares | 2,333,333 | 2,333,333 | D |
Explanation of responses
- F1The Class B Ordinary Shares are convertible for the Issuer's Class A Ordinary Shares as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-222279) and have no expiration date.
- F2In connection with the Issuer's initial public offering, Platinum Eagle Acquisition LLC ("Sponsor") forfeited 255,000 Class B Ordinary Shares to the Issuer.
- F3The securities are held directly by the Sponsor. Jeffrey Sagansky and Eli Baker are both members of Sponsor and share voting and dispositive control over the securities held by Sponsor. Accordingly, Jeffrey Sagansky and Eli Baker may be deemed to share beneficial ownership over the securities held directly by Sponsor. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein, and this Report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 or for any other purpose.
- F4Each Private Placement Warrant ("PPW") is exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment as described under the headings "Description of Securities--Warrants--Private Placement Warrants" and "Description of Securities--Warrants--Private Placement Warrants" in the Issuer's registration statement on Form S-1 (File No. 333-222279).
- F5The PPWs become exercisable beginning on the later of January 17, 2019 or 30 days after the completion of the Issuer's initial business combination as described under the headings "Description of Securities--Warrants--Private Placement Warrants" and "Description of Securities--Warrants--Private Placement Warrants" in the Issuer's registration statement on Form S-1 (File No. 333-222279).
- F6The PPWs will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation as described under the headings "Description of Securities--Warrants--Private Placement Warrants" and "Description of Securities--Warrants--Private Placement Warrants" in the Issuer's registration statement on Form S-1 (File No. 333-222279).
Remarks
Sponsor may be deemed a director by deputization as a result of Jeffrey Sagansky, a member of Sponsor, serving on the board of directors of the Issuer.