Sapphire Holding S.a r.l. - 13 May 2021 Form 4 Insider Report for WillScot Mobile Mini Holdings Corp. (WSC)

Role
10%+ Owner
Signature
/s/ Evelina Ezerinskaite on behalf of Sapphire Holding S.a r.l.
Issuer symbol
WSC
Transactions as of
13 May 2021
Net transactions value
+$938
Form type
4
Filing time
17 May 2021, 18:35:55 UTC
Next filing
15 Jun 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WSC Common stock, par value $0.0001 per share Exercise of in-the-money or at-the-money derivative security $27,887,500 +2,425,000 +5.7% $11.50 44,738,058 13 May 2021 See footnotes F2, F3
transaction WSC Common stock, par value $0.0001 per share Sale $27,886,562 -948,200 -2.1% $29.41 43,789,858 13 May 2021 See footnotes F1, F2, F3

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
transaction WSC Private Placement Warrants Exercise of in-the-money or at-the-money derivative security $0 -4,850,000 -100% $0.000000* 0 13 May 2021 Common stock, par value $0.0001 per share 2,425,000 $5.75 See footnotes F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Warrant Agreement dated as of September 10, 2015, on May 12, 2021, Sapphire Holding S.a.r.l ("Sapphire") exercised warrants to purchase 2,425,000 shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), for $11.50 per share. Sapphire paid the exercise price on a cashless basis, resulting in the Issuer withholding 948,200 shares of Common Stock otherwise issuable by exercise of the warrant to pay the exercise price, and issuing to Sapphire the remaining 1,476,800 shares of Common Stock.
F2 As sole shareholder of Sapphire, TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Common Stock held by Sapphire. As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. Each of TDR Capital II Holdings L.P., TDR Capital LLP, Stephen Robertson and Manjit Dale (the "Reporting Persons") may be deemed to be the beneficial owner of all or a portion of the securities reported herein.
F3 Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer, except to the extent of 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 Reporting Persons are the beneficial owners of any of the securities reported herein.
F4 The Private Placement Warrants became exercisable on December 29, 2017 and expire at 5pm, New York City time, on November 29, 2022, or earlier upon redemption or liquidation.

Remarks:

Stephen Robertson, as a director of the Issuer, is filing a separate Form 4 disclosing his beneficial ownership interest in the Common Stock, which was submitted on the Securities and Exchange Commission's EDGAR system on or about the date hereof.