WillScot Holdings Corp — Director's Dealing 2021

Jun 15, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WillScot Mobile Mini Holdings Corp. (WSC)
CIK: 0001647088
Period of Report: 2021-06-11

Reporting Person: Robertson Stephen (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-11	Common stock, par value $0.0001 per share	A	4266	—	Acquired	43894124	Indirect
2021-06-11	Common stock, par value $0.0001 per share	J	4266	—	Disposed	43894124	Indirect

Footnotes

F1: Restricted stock granted pursuant to the WillScot Mobile Mini Holdings Corp. 2020 Incentive Award Plan and a Restricted Stock Award Agreement between the Issuer and Mr. Robertson. 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.

F2: Includes 100,000 shares of Common Stock owned directly by the Reporting Person. The remaining shares of Common Stock beneficially owned are held by Sapphire. As sole shareholder of Sapphire, TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Common Stock held by Sapphire. As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owner of such shares of Common Stock held by Sapphire. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. Each of TDR Capital II Holdings L.P., TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed to be the beneficial owner of all or a portion of the securities reported herein.

F3: As sole shareholder of Sapphire, TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Common Stock held by Sapphire. As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. 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.

F4: 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.

F5: Immediately following the grant of the restricted stock, Mr. Robertson transferred the restricted stock to Sapphire Holding S.a.r.l, which holds all stock and options in WillScot Mobile Mini Holdings Corporation on behalf of TDR Capital II Holdings LP, the investment fund managed by TDR Capital LLP.