SEC Form 4 · accession 0000914760-15-000269
WillScot Holdings Corp · WSC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Fredric D Rosen
Director
Period of report
Sep 16, 2015
Accepted (ET)
Sep 18, 2015 · 4:19 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001647088
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Private Placement WarrantsF2,F3 | $5.75 | Sep 16, 2015 | P | 1,050,000 | A | — | — | Class A Ordinary Shares | 525,000 | 1,050,000 | D |
| Private Placement WarrantsF4,F2,F3 | $5.75 | Sep 16, 2015 | P | 200,000 | A | — | — | Class A Ordinary Shares | 100,000 | 200,000 | I |
| Private Placement WarrantsF5,F2,F3 | $5.75 | Sep 16, 2015 | P | 200,000 | A | — | — | Class A Ordinary Shares | 100,000 | 200,000 | I |
| Private Placement WarrantsF6,F2,F3 | $5.75 | Sep 16, 2015 | P | 200,000 | A | — | — | Class A Ordinary Shares | 100,000 | 200,000 | I |
| Class B Ordinary SharesF1 | — | holding | — | — | — | — | — | Class A Ordinary Shares | — | 28,235 | D |
Explanation of responses
- F1The Class B Ordinary Shares are convertible into the Issuer's Class A Ordinary Shares and have no expiration date. The reporting person owns 28,235 Class B Ordinary Shares which are convertible into Class A Ordinary Shares as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-206356). The Class B Ordinary Shares owned by the reporting person include 2,660 Class B Ordinary Shares that are subject to forfeiture if the underwriters do not exercise their over-allotment option in full, as described in the Issuer's registration statement.
- F2The warrants will become exercisable beginning on the later of one year after issuance or 30 days after the completion of the Issuer's initial business combination.
- F3The warrants expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation.
- F4The Sara L. Rosen Trust owns all of the reported securities directly. The reporting person is a trustee of the Sara L. Rosen Trust. The reporting person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
- F5The Samuel N. Rosen 2015 Trust owns all of the reported securities directly. The reporting person is a trustee of the Samuel N. Rosen 2015 Trust. The reporting person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
- F6The Fredric D. Rosen IRA owns all of the reported securities directly. The reporting person is a trustee of the Fredric D. Rosen IRA. The reporting person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.