Sapphire Holding S.a r.l. - Jun 11, 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
Stock symbol
WSC
Transactions as of
Jun 11, 2021
Transactions value $
$0
Form type
4
Date filed
6/15/2021, 01:34 PM
Previous filing
May 17, 2021
Next filing
Jun 28, 2021

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 Award $0 +8.53K +0.02% $0.00 43.8M Jun 11, 2021 See footnotes F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Restricted stock granted pursuant to the WillScot Mobile Mini Holdings Corp. 2020 Incentive Award Plan and Restricted Stock Award Agreements between the Issuer and each of Mr. Robertson and Mr. Lindsay, individually. These shares comprise part of the Issuer's annual compensation program for non-executive directors and, subject to the terms and conditions of such plan and award agreement, the restrictions on these shares lapse in full one year from the grant date. Immediately following the grant of the restricted stock, Mr. Robertson and Mr. Lindsay transferred the restricted stock to Sapphire Holding S.a.r.l. which holds all stock and options in WillScot Mobile Mini Holdings Corp. on behalf of TDR Capital II Holdings LP, the investment fund managed by TDR Capital LLP.
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.

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.