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Filing Details

Accession Number:: 0001104659-21-086313
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-06-28 17:02:01
Reporting Period:: 2021-06-25

Accepted Time:: 2021-06-28 17:02:01
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1647088	Willscot Mobile Mini Holdings Corp.	WSC	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1409360	Stephen Robertson	4646 E. Van Buren Street, Suite 400 Phoenix AZ 85008		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.0001 Per Share	Disposition	2021-06-25	14,000,000	$27.75	29,898,390	No	4	S	Indirect	See footnotes
Common Stock, Par Value $0.0001 Per Share	Disposition	2021-06-25	3,900,000	$27.75	25,998,390	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnotes
No	4	S	Indirect	See footnotes

Footnotes

On June 25, 2021, Sapphire Holding S.a r.l. ("Sapphire") sold an aggregate of 14,000,000 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 June 22, 2021 (the "Underwriting Agreement"), among the Issuer, Sapphire and Morgan Stanley & Co. LLC (the "Underwriter"). The price to the public in the Offering was $27.95 per share. The per share sale price reported in this Form 4 reflects underwriting discounts.
On June 25, 2021, in connection with the closing of the Offering, Sapphire sold an aggregate of 3,900,000 shares of Common Stock to the Issuer pursuant to that certain Share Repurchase Agreement, dated June 15, 2021, by and between Sapphire and the Issuer, at a price of $27.75 per share.
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.
The figure in Column 5 of Table I reflects an additional 4,266 shares of Common Stock, par value $0.0001 per share, than the Form 4 filed by the Reporting Person on June 15, 2021, due to the transfer of 4,266 shares of Common Stock, par value $0.0001 per share, by Gary Lindsay to Sapphire, as reported in Form 4s filed by each of Sapphire and Gary Lindsay on June 15, 2021.
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.
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.