Sapphire Holding S.a r.l. - Jul 2, 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
Jul 2, 2021
Transactions value $
-$58,275,000
Form type
4
Date filed
7/6/2021, 03:28 PM
Previous filing
Jun 28, 2021
Next filing
Sep 16, 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 Sale -$58.3M -2.1M -8.11% $27.75 23.8M Jul 2, 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 On June 29, 2021, Morgan Stanley & Co. LLC ("Morgan Stanley") exercised an overallotment option to purchase 2,100,000 shares of common stock, par value $0.0001 per share (the "Common Stock"), of WillScot Mobile Mini Holdings Corp. (the "Issuer"), from Sapphire Holding S.a r.l. ("Sapphire"), pursuant to that Underwriting Agreement, dated as of June 22, 2021 (the "Underwriting Agreement"), among the Issuer, Sapphire and Morgan Stanley.
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.