Stephen Robertson - 14 Sep 2021 Form 4 Insider Report for WillScot Mobile Mini Holdings Corp. (WSC)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
16 Sep 2021, 16:31:19 UTC
Prior SEC filing
06 Jul 2021
Next SEC filing
04 Jan 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Stephen Robertson

Key filing fact

Stephen Robertson filed Form 4 for WillScot Mobile Mini Holdings Corp. (WSC) on 16 Sep 2021.

Key facts

  • This page summarizes Stephen Robertson's Form 4 filing for WillScot Mobile Mini Holdings Corp. (WSC).
  • 2 reported transactions and 0 derivative rows are listed below.
  • Accepted by SEC: 16 Sep 2021, 16:31.

Change

  • Previous filing in this sequence was filed on 06 Jul 2021.
  • Current net transaction value: -$670,873,996.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

WSC transaction

Common stock, par value $0.0001 per share

Sale

Transaction value
$603,762,536
Shares
-21,410,019
Change %
-90%
Price
$28.20
Shares after
2,479,839
Date
14 Sep 2021
Ownership
See footnotes
Footnotes
F1, F3, F4, F5
WSC transaction

Common stock, par value $0.0001 per share

Sale

Transaction value
$67,111,460
Shares
-2,379,839
Change %
-96%
Price
$28.20
Shares after
100,000
Date
14 Sep 2021
Ownership
See footnotes
Footnotes
F2, F3, F4, F5
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Stephen Robertson is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote F1

On September 14, 2021, Sapphire Holding S.a r.l. ("Sapphire") sold an aggregate of 21,410,019 shares of common stock, par value $0.0001 per share (the "Common Stock"), of WillScot Mobile Mini Holdings Corp. (the "Issuer") in a registered underwritten public offering (the "Offering") pursuant to that certain Underwriting Agreement, dated as of September 9, 2021 (the "Underwriting Agreement"), among the Issuer, Sapphire and Morgan Stanley & Co. LLC (the "Underwriter"). The price to the public in the Offering was $28.50 per share. The per share sale price reported in this Form 4 reflects underwriting discounts.

Footnote F2

On September 14, 2021, in connection with the closing of the Offering, Sapphire sold an aggregate of 2,379,839 shares of Common Stock to the Issuer pursuant to that certain Share Repurchase Agreement, dated September 6, 2021, by and between Sapphire and the Issuer, at a price of $28.20 per share.

Footnote F3

This amount does not include 8,532 shares of Common Stock held by Sapphire. Those shares of Common Stock will be forfeited as they are subject to vesting conditions that will not be met.

Footnote F4

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.

Footnote F5

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.

SEC remarks

Sapphire, TDR Capital II Holdings L.P., TDR Capital LLP and Manjit Dale are jointly 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.

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