WillScot Holdings Corp — Director's Dealing 2018

Jan 23, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WillScot Corp (WSC)
CIK: 0001647088
Period of Report: 2018-01-19

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
2018-01-19	Class A common stock, par value $0.0001 per share	J	3106250	—	Acquired	46375151	Direct

Footnotes

F1: The shares of Class A common stock of the Issuer, par value $0.0001 per share ("Class A Common Stock"), reported on this Form 4 were released from escrow to Sapphire Holding S.a r.l. pursuant to the terms of a previously disclosed earnout agreement (the "Earnout Agreement") that was entered into by and among the Issuer, Sapphire Holding S.a r.l., Double Eagle Acquisition LLC and Harry E. Sloan on November 29, 2017 in connection with the consummation of a certain business combination and other transactions. 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.

F2: 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. 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.

F3: Pursuant to the terms of the Earnout Agreement, an escrow release of shares of Class A Common Stock was triggered on January 19, 2018 by the closing price of the shares of Class A Common Stock on the Nasdaq Stock Market exceeding $12.50 per share for 20 out of 30 trading days.