WillScot Holdings Corp — Director's Dealing 2020

Nov 6, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WillScot Mobile Mini Holdings Corp. (WSC)
CIK: 0001647088
Period of Report: 2020-11-03

Reporting Person: WILLIAMS KELLY M (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-03	Common stock, par value $0.0001 per share	M	91408	$10.91	Acquired	321665	Direct
2020-11-03	Common stock, par value $0.0001 per share	F	69690	$18.84	Disposed	251975	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-11-03	Employee Stock Options (right to buy)	$10.91	M	91408	Disposed		Common Stock, $0.0001 par value (91408)	Direct

Footnotes

F1: Represents a "net exercise" of outstanding stock options. The reporting person received 21,718 shares of the Issuer's Common Stock, par value $0.0001 per share (the "Common Stock"), on net exercise of options to purchase 91,408 shares of Common Stock. The Company withheld 69,690 shares of Common Stock underlying the options for payment of the exercise price and tax withholdings, using the closing stock price on November 3, 2020 of $18.84, pursuant to the terms of the Company's 2020 Incentive Award Plan and the applicable grant agreements.

F2: Received in connection with the completion of the merger (the "Merger"), on July 1, 2020, of Picasso Merger Sub, Inc., a subsidiary of the Issuer ("Merger Sub"), with and into Mobile Mini, Inc. ("Mobile Mini") in exchange for employee stock options to acquire shares of common stock of Mobile Mini owned prior to the Merger, pursuant to the terms of the Agreement and Plan of Merger, dated as of March 1, 2020, by and among the Issuer, Merger Sub and Mobile Mini, as amended on May 28, 2020.