SEC Form 4 · accession 0001104659-17-071387
WillScot Holdings Corp · WSC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Stephen Robertson
Director · 10% Owner
Period of report
Nov 29, 2017
Accepted (ET)
Dec 1, 2017 · 1:56 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001647088
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A common stock, par value $0.0001 per shareF1,F2 | Nov 29, 2017 | P | 43,268,901 | $9.60 | A | 43,268,901 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The shares of Class A common stock of the Issuer reported on this Form 4 were acquired, and are held, by Sapphire Holding S.a r.l. following the consummation of a certain business combination and other transactions. As sole shareholder of Sapphire Holding S.a r.l, TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Class A common stock of the Issuer held by Sapphire Holding S.a r.l. As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owner of such shares of Class A common stock of the Issuer held by Sapphire Holding S.a r.l. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of Class A common stock of the Issuer held by Sapphire Holding S.a r.l.
- F2Each 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.
Remarks
Sapphire Holding S.a r.l., TDR Capital II Holdings L.P., TDR Capital LLP and Manjit Dale are jointly filing a separate Form 4 disclosing their beneficial ownership interests in the Class A common stock of the Issuer, which was submitted on the Securities and Exchange Commission's EDGAR system on or about the date hereof. Bradley L. Bacon is signing as Attorney-in-Fact pursuant to the power of attorney dated November 29, 2017 granted by Stephen J. Robertson, a copy of which is filed as Exhibit 24 and incorporated herein by reference. Exhibit List: Exhibit 24 - Power of Attorney