Form 4 for WSC WillScot Holdings Corp
Accepted 2021-09-16 00:00:00 ET · period of report 2021-09-14 · accession 0001104659-21-116398 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| MI | 2021-09-16 | 2021-09-14 | WSC | Robertson Stephen | Dir, 10% | S - Sale | $28.20 | -23.79M | 100.0K | -100% | -$670.87M |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common stock, par value $0.0001 per share | 2021-09-14 | S | D | 21,410,019 | $28.20 | 2,479,839 | I See footnotes | — | — | (F1) On September 14, 2021, Sapphire Holding S.a r.l. ("Sapphire") sold an aggregate of 21,410,019 shares of common stock, par value $0.0001 per share (the "Common Stock"), of WillScot Mobile Mini Holdings Corp. (the "Issuer") in a registered underwritten public offering (the "Offering") pursuant to that certain Underwriting Agreement, dated as of September 9, 2021 (the "Underwriting Agreement"), among the Issuer, Sapphire and Morgan Stanley & Co. LLC (the "Underwriter"). The price to the public in the Offering was $28.50 per share. The per share sale price reported in this Form 4 reflects underwriting discounts. (F3) This amount does not include 8,532 shares of Common Stock held by Sapphire. Those shares of Common Stock will be forfeited as they are subject to vesting conditions that will not be met. (F5) 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) 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. |
| 2 | Common | Common stock, par value $0.0001 per share | 2021-09-14 | S | D | 2,379,839 | $28.20 | 100,000 | I See footnotes | — | — | (F2) On September 14, 2021, in connection with the closing of the Offering, Sapphire sold an aggregate of 2,379,839 shares of Common Stock to the Issuer pursuant to that certain Share Repurchase Agreement, dated September 6, 2021, by and between Sapphire and the Issuer, at a price of $28.20 per share. (F3) This amount does not include 8,532 shares of Common Stock held by Sapphire. Those shares of Common Stock will be forfeited as they are subject to vesting conditions that will not be met. (F5) 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) 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. |