WillScot Holdings Corp — Director's Dealing 2018

Sep 19, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WillScot Corp (WSC)
CIK: 0001647088
Period of Report: 2018-09-17

Reporting Person: SAGANSKY JEFFREY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-09-17	Class A Common Stock	S	124999	—	Disposed	3369295	Indirect
2018-09-18	Class A Common Stock	J	665938	—	Disposed	2703357	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-09-17	Private Placement Warrants	$5.75	J	970000	Disposed		Class A Common Stock (485000)	Direct
2018-09-17	Private Placement Warrants	$5.75	P	100000	Acquired		Class A Common Stock (50000)	Direct

Footnotes

F1: Represents a transfer of 124,999 shares of Class A Common Stock of the Company from Double Eagle Acquisition LLC ("DEAL") to Harry E. Sloan. As managing member of DEAL, Mr. Sagansky may be deemed the beneficial owner of shares of Class A Common Stock held by DEAL (including the 124,999 shares disposed of in the Reported Transaction).

F2: 30,000 shares of Class A Common Stock beneficially owned following the reported transaction were previously acquired by Mr. Sagansky as reported on a Form 4 filed with the Securities and Exchange Commission on September 15, 2017; 3,690 shares of Class A Common Stock beneficially owned following the reported transaction were previously acquired by Mr. Sagansky as reported on a Form 4 filed with the Securities and Exchange Commission on March 22, 2018; 5,917 shares of Class A Common Stock beneficially owned following the reported transaction were previously acquired by Mr. Sagansky as reported on a Form 4 filed with the Securities and Exchange Commission on August 30, 2018. The remaining shares of Class A Common Stock beneficially owned following the Reported Transaction are held by DEAL. As managing member of DEAL, Mr. Sagansky may be deemed the beneficial owner of shares of Class A Common Stock held by DEAL.

F3: Represents pro rata distribution from DEAL to its members. As managing member of DEAL, Mr. Sagansky may be deemed the beneficial owner of shares of Class A Common Stock held by DEAL (including the 665,938 shares disposed of in the Reported Transaction). The remaining shares of Class A Common Stock (2,663,700 shares) were distributed to Mr. Sagansky.

F4: Represents pro rata distribution from DEAL to its members. As managing member of DEAL, Mr. Sagansky may be deemed the beneficial owner of shares of the Private Placement Warrants held by DEAL (including the 970,000 Private Placement Warrants disposed of in the Reported Transaction). The remaining Private Placement Warrants (3,880,000 warrants) were distributed to Mr. Sagansky.

F5: 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.