WillScot Holdings Corp — Director's Dealing 2018

Mar 23, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WillScot Corp (WSC)
CIK: 0001647088
Period of Report: 2018-03-20

Reporting Person: Sapphire Holding S.a r.l. (10% Owner)
Reporting Person: TDR Capital II Holdings L.P. (10% Owner)
Reporting Person: TDR Capital LLP (10% Owner)
Reporting Person: DALE MANJIT (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-20	Class A common stock, par value $0.0001 per share	A	7380	—	Acquired	46382531	Indirect

Footnotes

F1: Restricted stock granted to Stephen Robertson and Gary Lindsay pursuant to the WillScot Corporation 2017 Incentive Award Plan and Restricted Stock Award Agreement between the Issuer and each of Mr. Robertson and Mr. Lindsay Mr. Rosen dated as of March 20, 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. 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 Corporation on behalf of TDR Capital II Holdings LP, the investment fund managed by TDR Capital LLP.

F2: As sole shareholder of Sapphire Holding S.a r.l., TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Class A Common Stock held by Sapphire Holding S.a r.l. As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owner of such shares of Class A Common Stock held by Sapphire Holding S.a r.l. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of Class A Common Stock held by Sapphire Holding S.a r.l. 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.