WillScot Holdings Corp — Director's Dealing 2021

Sep 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WillScot Mobile Mini Holdings Corp. (WSC)
CIK: 0001647088
Period of Report: 2021-09-07

Reporting Person: Soultz Bradley Lee (Director, Chief Executive Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-07	Performance Stock Units	$	A	312632	Acquired		Common Stock (312632)	Direct
2021-09-07	Restricted Stock Units	$	A	10232	Acquired		Common Stock (10232)	Direct
2021-09-07	Performance Stock Units	$	A	23874	Acquired		Common Stock (23874)	Direct

Footnotes

F1: Each Performance-Based Restricted Stock Unit ("PSU") represents a contingent right to receive upon vesting one share of common stock of WillScot Mobile Mini Holdings Corp. (the "Issuer") or its cash equivalent.

F2: Bradley Soultz (the "Reporting Person") was granted a target number of 312,632 PSUs pursuant to a Performance-Based Restricted Stock Unit Agreement, by and between the Reporting Person and the Issuer, dated as of September 7, 2021 (the "Performance-Based RSU Agreement 1"). The actual number of PSUs that shall vest and become unrestricted may range from 0 to 750,000 PSUs based on criteria described in footnote 3 to this Form 4, subject to the terms and conditions of the previously disclosed WillScot Mobile Mini Holdings Corp. 2020 Incentive Award Plan (the "Plan") and the Performance-Based RSU Agreement 1.

F3: Pursuant to the Performance-Based RSU Agreement 1, the target number of PSUs reported here vest upon the Issuer's common stock achieving certain 60-day average closing prices, measured as of the 60 consecutive trading days immediately following the date on which third quarter results for each of 2022, 2023, 2024 and 2025 are filed (the "Measurement Periods"). The actual number of PSUs that shall be granted is cumulative and may vary according to achievement of agreed Common Stock price targets ranging from $42.50 to $60.00 during each annual Measurement Period, pursuant to the Performance-Based RSU Agreement 1 and subject to the terms and conditions of the Plan. The cumulative number of PSUs earned vest and become unrestricted on March 1, 2026 or upon the occurrence of certain other events as provided in the Performance Based RSU Agreement 1.

F4: Each Restricted Stock Unit ("RSU") represents a contingent right to receive upon vesting one share of common stock of the Issuer, or its cash equivalent.

F5: On September 7, 2021, pursuant to the Amended and Restated Employment Agreement, by and between the Issuer and the Reporting Person, dated as of September 7, 2021 (the "A&R Employment Agreement"), the Reporting Person was granted 10,232 RSUs which vest in three equal installments on each of the first three anniversaries of the grant date, subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement entered into by and between the Reporting Person and the Issuer.

F6: Each PSU represents a contingent right to receive upon vesting one share of common stock of the Issuer, or its cash equivalent.

F7: On September 7, 2021, the Reporting Person was granted 23,874 PSUs pursuant to a Performance-Based Restrictive Stock Unit Agreement, by and between the Reporting Person and the Issuer, dated as of September 7, 2021 (the "Performance-Based RSU Agreement 2"), which vest based on the achievement of the relative total stockholder return ("TSR") of the Issuer's common stock as compared to the TSR of the constituents of the S&P Mid Cap 400 Index at the grant date over the performance of three years, subject to the terms and conditions of the Plan and the Performance-Based RSU Agreement 2.