WillScot Holdings Corp — Director's Dealing 2018

Aug 30, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WillScot Corp (WSC)
CIK: 0001647088
Period of Report: 2018-08-28

Reporting Person: SAGANSKY JEFFREY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-28	Class A common stock, par value $0.0001 per share	A	5917	—	Acquired	3494294	Indirect

Footnotes

F1: Restricted stock granted to Jeffrey Sagansky pursuant to the WillScot Corporation 2017 Incentive Award Plan and Restricted Stock Award Agreement between the Issuer and Mr. Sagansky dated as of August 28, 2018. 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.

F2: 30,000 shares of Class A common stock, par value $0.0001 per share ("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. The remaining shares of Class A Common Stock beneficially owned following the Reported Transaction are held by Double Eagle Acquisition LLC ("DEAL"). As managing member of DEAL, Mr. Sagansky may be deemed the beneficial owner of shares of Class A Common Stock held by DEAL. Mr. Sagansky disclaims beneficial ownership of the securities of the Issuer held by DEAL, 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, Mr. Sagansky is the beneficial owner of any of the securities reported herein.

F3: The amount of securities beneficially owned following the Reported Transaction does not include any shares of Class A Common Stock that underlie the 4,850,000 warrants held by DEAL, which are restricted pursuant to the terms of a previously disclosed earnout agreement.