SEC Form 4 · accession 0001104659-17-071389
WillScot Holdings Corp · WSC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
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 | D |
Table II — derivative securities
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 on November 29, 2017. 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.
- F2As founding partners of TDR Capital LLP, Manjit Dale and Stephen Robertson 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. Each of TDR Capital II Holdings L.P., TDR Capital LLP, Manjit Dale and Stephen Robertson (the "Reporting Persons") may be deemed to be the beneficial owners 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
Stephen Robertson, as a director of the Issuer, is filing a separate Form 4 disclosing his beneficial ownership interest 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. Emma Gilks is signing as Attorney-in-Fact pursuant to the power of attorney dated December 1, 2017 granted by Sapphire Holding S.a r.l., TDR Capital II Holdings L.P., TDR Capital LLP and Manjit Dale, a copy of which is filed as Exhibit 24 and incorporated herein by reference. The joint agreement relating to this filing is filed as Exhibit 99 and incorporated herein by reference. Exhibit List: Exhibit 24 - Power of Attorney, Exhibit 99 - Joint Filing Agreement