SEC Form 4 · accession 0001144204-19-014070
Target Hospitality Corp. · TH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Jeffrey Sagansky
Officer — Chief Executive Officer · Director
Eli Baker
Officer — President, CFO and Secretary
Platinum Eagle Acquisition LLC
Director · Other
Period of report
Mar 13, 2019
Accepted (ET)
Mar 14, 2019 · 8:56 pm EDT
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 Common StockF3,F1 | — | Mar 13, 2019 | J | 4,068,750 | D | — | — | Class A Common Stock | 4,068,750 | 0 | D |
| Private Placement WarrantsF3,F4,F5 | $11.50 | Mar 13, 2019 | J | 2,333,333 | D | — | — | Class A Common Stock | 2,333,333 | 0 | D |
Explanation of responses
- F1The shares of Class B Common Stock are convertible into shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities - Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-222279) (the "Registration Statement") and have no expiration date.
- F2Represents a pro rata distribution from Platinum Eagle Acquisition LLC ("Sponsor") to its members. Messrs. Sagansky and Baker are members of Sponsor.
- F3The securities were held directly by Sponsor. Messrs. Sagansky and Baker are both members of Sponsor and share voting and dispositive control over the securities held by Sponsor.
- F4Each Private Placement Warrant ("PPW") is exercisable to purchase one share of Class A Common Stock at $11.50 per share, subject to adjustment, as described under the heading "Description of Securities - Warrants - Private Placement Warrants" in the Registration Statement.
- F5The PPWs become exercisable 30 days after the completion of the Issuer's initial business combination and expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation, as described under the heading "Description of Securities - Warrants - Private Placement Warrants" in the Registration Statement.
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.