Bradley Lee Soultz - Sep 18, 2024 Form 4 Insider Report for WillScot Holdings Corp (WSC)

Signature
/s/ Hezron T. Lopez as Attorney-in-Fact
Stock symbol
WSC
Transactions as of
Sep 18, 2024
Transactions value $
$194,855
Form type
4
Date filed
9/18/2024, 08:47 PM
Previous filing
Sep 10, 2024
Next filing
Nov 5, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WSC Common Stock Purchase $195K +5K +3.46% $38.97 150K Sep 18, 2024 Direct
transaction WSC Common Stock Other $0 -10K -6.68% $0.00 140K Sep 18, 2024 Direct F1
transaction WSC Common Stock Other $0 +10K +6.28% $0.00 169K Sep 18, 2024 By Ellen M. Soultz Irrevocable Trust F1
transaction WSC Common Stock Other $0 -17.5K -100% $0.00 0 Sep 18, 2024 By Spouse F2
transaction WSC Common Stock Other $0 +17.5K +4.5% $0.00 406K Sep 18, 2024 By Bradley L. Soultz Irrevocable Trust F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding WSC Performance Stock Units 528K Sep 18, 2024 Common Stock 528K Direct F3, F4
holding WSC Restricted Stock Units 82.1K Sep 18, 2024 Common Stock 82.1K Direct F5, F6
holding WSC Stock Options (right to buy) 408K Sep 18, 2024 Common Stock 408K $13.60 By Ellen M Soultz Irrevocable Trust F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Reporting Person transferred 10,000 shares of common stock to the Ellen M. Soultz Irrevocable Trust, for no consideration. This transfer reflects only a change in the form of beneficial ownership of the reporting person without changing the reporting person's pecuniary interest in such shares, and the transfer is exempt from reporting under Rule 16a-13 under the Securities and Exchange Act of 1934, as amended. Following the transfer, the Reporting Person held 139,686 shares directly.
F2 The Spouse transferred 17,500 shares of common stock to the Bradley L. Soultz Irrevocable Trust, for no consideration. This transfer reflects only a change in the form of beneficial ownership of the reporting person without changing the reporting person's pecuniary interest in such shares, and the transfer is exempt from reporting under Rule 16a-13 under the Securities and Exchange Act of 1934, as amended. Following the transfer, the Spouse held 0 shares directly.
F3 Each performance-based restricted stock unit ("PSU") represents a contingent right to receive upon vesting one share of common stock of the Issuer, par value $0.0001 per share, or its cash equivalent.
F4 The Reporting Person was granted PSUs pursuant to a Performance-Based Restrictive Stock Unit Agreement, by and between the Reporting Person and the Issuer, dated as of September 7, 2021 (the "Performance-Based RSU Agreement"). Portions of the PSUs vest on the achievement of the relative total stockholder return ("TSR") of the Issuer's common stock as compared to the TSR of the constituents of the S&P Mid Cap 400 Index at the grant date over a specified measurement period, subject to the terms and conditions of the WillScot Mobile Mini Holdings Corp. 2020 Incentive Award Plan (the "Plan") and the Performance-Based RSU Agreement.
F5 Each time-based 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, or its cash equivalent.
F6 The Reporting Person was granted RSUs pursuant to an Amended an d Restated Employment Agreement, by and between the Issuer and the Reporting Person dated as of September 7, 2021. The RSUs vest in three equal installments on each of the first three anniversaries of the grant date, subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement entered into by and between the Reporting Person and the Issuer.
F7 The stock options (the "Options") reported on this Form 4 represent the right upon vesting to buy shares of the Issuer's Common Stock pursuant to the terms and conditions of the Plan and the Nonqualified Stock Option Award Agreement entered into between the Issuer and the Reporting Person as of March 20, 2018 (the "Award Agreement"). The Options vest in equal installments on each of the first four anniversaries of the grant date subject to the terms and conditions of the Plan and Award Agreement.
F8 The Reporting Person made a transfer to an irrevocable trust, of which immediate family members of the Reporting Person are the sole trustees.