WillScot Holdings Corp — Director's Dealing 2020

Jul 7, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WillScot Mobile Mini Holdings Corp. (WSC)
CIK: 0001647088
Period of Report: 2020-07-01

Reporting Person: WILLIAMS KELLY M (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-07-01	Common stock, par value $0.0001 per share	A	230257	—	Acquired	230257	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-07-01	Employee Stock Option (right to buy)	$10.91	A	97520	Acquired		Common Stock (97520)	Direct
2020-07-01	Employee Stock Option (right to buy)	$13.54	A	149064	Acquired		Common Stock (149064)	Direct
2020-07-01	Employee Stock Option (right to buy)	$14.52	A	2708	Acquired		Common Stock (2708)	Direct
2020-07-01	Employee Stock Option (right to buy)	$17.79	A	73582	Acquired		Common Stock (73582)	Direct
2020-07-01	Employee Stock Option (right to buy)	$17.86	A	22585	Acquired		Common Stock (22585)	Direct
2020-07-01	Employee Stock Option (right to buy)	$19.86	A	11868	Acquired		Common Stock (11868)	Direct
2020-07-01	Employee Stock Option (right to buy)	$21.52	A	24369	Acquired		Common Stock (24369)	Direct
2020-07-02	Restricted Stock Units	$	A	228659	Acquired		Common Stock (228659)	Direct

Footnotes

F1: Received in exchange for 95,741 shares of Mobile Mini, Inc. ("Mobile Mini") common stock, par value $0.01 per share, in connection with the completion of the merger (the "Merger"), on July 1, 2020 (the "Effective Date"), of Picasso Merger Sub, Inc., a subsidiary of the Issuer, with and into Mobile Mini, pursuant to the Agreement and Plan of Merger, dated as of March 1, 2020, as amended on May 28, 2020 (the "Merger Agreement"). On the Effective Date, each share of Mobile Mini common stock was converted automatically into the right to receive 2.4050 shares of the Issuer's Class A common stock, par value $0.0001 per share, which was, immediately thereafter, reclassified as and converted into shares of the Issuer's common stock, par value $0.0001 per share.

F2: Received in the Merger in exchange for employee stock options to acquire shares of Mobile Mini, Inc. common stock pursuant to the terms of the Merger Agreement.

F3: Each restricted stock unit ("RSU") represents a contingent right to receive upon vesting one share of common stock of the Issuer, par value $0.0001 per share, or its cash equivalent.

F4: On July 2, 2020, the Reporting Person was granted 228,659 RSUs which vest in four equal annual installments on each of the first four anniversaries of the grant date subject to the terms and conditions of the previously disclosed WillScot Mobile Mini Holdings Corp. 2020 Incentive Award Plan (the "Plan") and the Restricted Stock Unit Award Agreement entered into between the Issuer and the Reporting Person.