WillScot Holdings Corp — Director's Dealing 2021

Mar 6, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WillScot Mobile Mini Holdings Corp. (WSC)
CIK: 0001647088
Period of Report: 2021-03-03

Reporting Person: WILLIAMS KELLY M (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-03	Common stock, par value $0.0001 per share	M	2708	$14.52	Acquired	188884	Direct
2021-03-03	Common stock, par value $0.0001 per share	M	11868	$19.86	Acquired	200752	Direct
2021-03-03	Common stock, par value $0.0001 per share	M	20832	$21.52	Acquired	221584	Direct
2021-03-03	Common stock, par value $0.0001 per share	M	3537	$21.52	Acquired	225121	Direct
2021-03-03	Common stock, par value $0.0001 per share	M	22585	$17.86	Acquired	247706	Direct
2021-03-03	Common stock, par value $0.0001 per share	M	67118	$17.79	Acquired	314824	Direct
2021-03-03	Common stock, par value $0.0001 per share	M	6464	$17.79	Acquired	321288	Direct
2021-03-03	Common stock, par value $0.0001 per share	M	3056	$10.91	Acquired	324344	Direct
2021-03-03	Common stock, par value $0.0001 per share	M	26488	$13.54	Acquired	350832	Direct
2021-03-03	Common stock, par value $0.0001 per share	M	26486	$13.54	Acquired	377318	Direct
2021-03-03	Common stock, par value $0.0001 per share	M	26486	$13.54	Acquired	403804	Direct
2021-03-03	Common stock, par value $0.0001 per share	M	16632	$13.54	Acquired	420436	Direct
2021-03-03	Common stock, par value $0.0001 per share	M	3056	$10.91	Acquired	423492	Direct
2021-03-03	Common stock, par value $0.0001 per share	M	26486	$13.54	Acquired	449978	Direct
2021-03-03	Common stock, par value $0.0001 per share	M	26486	$13.54	Acquired	476464	Direct
2021-03-03	Common stock, par value $0.0001 per share	S	290288	$27.29	Disposed	186176	Direct
2021-03-03	Common stock, par value $0.0001 per share	S	72176	$27.42	Disposed	114000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-03	Employee Stock Option (right to buy)	$14.52	M	2708	Disposed		Common Stock (2708)	Direct
2021-03-03	Employee Stock Option (right to buy)	$19.86	M	11868	Disposed		Common Stock (11868)	Direct
2021-03-03	Employee Stock Option (right to buy)	$21.52	M	20832	Disposed		Common Stock (20832)	Direct
2021-03-03	Employee Stock Option (right to buy)	$21.52	M	3537	Disposed		Common Stock (3537)	Direct
2021-03-03	Employee Stock Option (right to buy)	$17.86	M	22585	Disposed		Common Stock (22585)	Direct
2021-03-03	Employee Stock Option (right to buy)	$17.79	M	67118	Disposed		Common Stock (67118)	Direct
2021-03-03	Employee Stock Option (right to buy)	$17.79	M	6464	Disposed		Common Stock (6464)	Direct
2021-03-03	Employee Stock Option (right to buy)	$10.91	M	3056	Disposed		Common Stock (3056)	Direct
2021-03-03	Employee Stock Option (right to buy)	$13.54	M	26488	Disposed		Common Stock (26488)	Direct
2021-03-03	Employee Stock Option (right to buy)	$13.54	M	26486	Disposed		Common Stock (26486)	Direct
2021-03-03	Employee Stock Option (right to buy)	$13.54	M	26486	Disposed		Common Stock (26486)	Direct
2021-03-03	Employee Stock Option (right to buy)	$13.54	M	16632	Disposed		Common Stock (16632)	Direct
2021-03-03	Employee Stock Option (right to buy)	$10.91	M	3056	Disposed		Common Stock (3056)	Direct
2021-03-03	Employee Stock Option (right to buy)	$13.54	M	26486	Disposed		Common Stock (26486)	Direct
2021-03-03	Employee Stock Option (right to buy)	$13.54	M	26486	Disposed		Common Stock (26486)	Direct
2021-03-03	Performance Stock Units	$	A	38603	Acquired		Common Stock (38603)	Direct
2021-03-03	Restricted Stock Units	$	A	25735	Acquired		Common Stock (25735)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.04 to $27.88, inclusive. The Reporting Person undertakes to provide to WillScot Mobile Mini Holdings Corp., any security holder of WillScot Mobile Mini Holdings Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (1) to this Form 4.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.05 to $27.88, inclusive. The Reporting Person undertakes to provide to WillScot Mobile Mini Holdings Corp., any security holder of WillScot Mobile Mini Holdings Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.

F3: 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.

F4: Each performance-based restricted stock unit ("PSU") 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.

F5: Each time-based 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.

F6: On March 3, 2021, the Reporting Person was granted (i) 38,603 PSUs 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 Russell 3000 Index at the grant date over the performance of three years 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 Restricted Stock Unit Agreement entered into between the Issuer and the Reporting Person.

F7: On March 3, 2021, the Reporting Person was granted (ii) 25,735 RSUs which vest in four equal installments on each of the first four anniversaries of the grant date subject to the terms and conditions of the previously disclosed Plan and the Restricted Stock Unit Agreement entered into between the Issuer and the Reporting Person.