WillScot Holdings Corp — Director's Dealing 2021

May 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WillScot Mobile Mini Holdings Corp. (WSC)
CIK: 0001647088
Period of Report: 2021-05-13

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
2021-05-13	Common stock, par value $0.0001 per share	X	2425000	$11.50	Acquired	44738058	Indirect
2021-05-13	Common stock, par value $0.0001 per share	S	948200	$29.41	Disposed	43789858	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-13	Private Placement Warrants	$5.75	X	4850000	Disposed		Common stock, par value $0.0001 per share (2425000)	Indirect

Footnotes

F1: Pursuant to the Warrant Agreement dated as of September 10, 2015, on May 12, 2021, Sapphire Holding S.a.r.l ("Sapphire") exercised warrants to purchase 2,425,000 shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), for $11.50 per share. Sapphire paid the exercise price on a cashless basis, resulting in the Issuer withholding 948,200 shares of Common Stock otherwise issuable by exercise of the warrant to pay the exercise price, and issuing to Sapphire the remaining 1,476,800 shares of Common Stock.

F2: 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.

F3: 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.

F4: The Private Placement Warrants became exercisable on December 29, 2017 and expire at 5pm, New York City time, on November 29, 2022, or earlier upon redemption or liquidation.