SEC Form 4/A · accession 0001104659-17-072545

WillScot Holdings Corp · WSC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Williams Scotsman Holdings Corp. ("WSHC") is a direct subsidiary of the Issuer. On November 29, 2017, the Issuer consummated a business combination and certain other transactions (the "Business Combination") in which Algeco Scotsman Global S.a r.l. ("Algeco Global") and Algeco Scotsman Holdings Kft. ("Algeco Holdings" and together with Algeco Global, the "Sellers") received a total of 8,024,419 shares (the "WSHC Shares") of common stock, par value $0.0001 per share ("WSHC Common Stock"), of WSHC as partial consideration in the Business Combination. Immediately thereafter, Algeco Holdings transferred its portion of the WSHC Shares to Algeco Global and on December 6, 2017, Algeco Global transferred all of the WSHC Shares to Sapphire Holding S.a r.l. ("Sapphire Holding"). In connection with the Business Combination, Algeco Global, Algeco Holdings, the Issuer and WSHC entered into an exchange agreement dated November 29, 2017
• F2(the "Exchange Agreement"), that provides the Sellers or a permitted transferee the right, but not the obligation, at any time within five years after November 29, 2017 to exchange all, but not less than all, of the WSHC Shares for newly-issued shares of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"). The number of shares of Class A Common Stock to be received upon such exchange of the WSHC Shares will be determined based on an exchange ratio to be agreed to, taking into account the average trading price of the Class A Common Stock over a 20 day trading period on the Nasdaq Stock Market, or another applicable national securities exchange, and the aggregate ownership percentage of the party seeking to make the exchange of the issued and outstanding
• F3WSHC Common Stock at the time of the exchange, as adjusted to take into account any election by such party to exercise certain pre-emptive rights or the dilutive effect of certain other issuances of WSHC Common Stock which do not trigger such pre-emptive rights. In connection with its acquisition of the WSHC Shares, Sapphire Holding executed a joinder to the Exchange Agreement. The total number of shares of Class A Common Stock of the Issuer beneficially owned by the Reporting Person and reported on this Form 4 assumes the full exchange of the WSHC Shares for a corresponding number of shares of Class A Common Stock at an exchange ratio of 1:1 pursuant to the terms of the Exchange Agreement.
• F4Assumes an exchange ratio of 1:1 for the WSHC Shares to the shares of the Issuer's Class A Common Stock.
• F5The WSHC Shares became exchangeable by Sapphire Holding, at its option, on December 6, 2017 and remain exchangeable at any time prior to November 29, 2022.
• F6The WSHC Shares were issued to the Sellers as partial consideration for the Business Combination and deemed to have a total value of $78.5 million, which corresponds to approximately $9.78 per share.
• F7As sole shareholder of Sapphire Holding, TDR Capital II Holdings L.P. ("TDR Capital II") may be deemed the beneficial owner of such shares of Class A Common Stock of the Issuer held by Sapphire Holding. As manager of TDR Capital II, TDR Capital LLP ("TDR Capital") may be deemed the beneficial owner of such shares of Class A Common Stock of the Issuer held by Sapphire Holding. As founding partners of TDR Capital, 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.
• F8Each of TDR Capital II, TDR Capital, 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 (the "SEC") 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, TDR Capital II, TDR Capital and Manjit Dale, a copy of which is filed as Exhibit 24 and incorporated herein by reference. A joint filing agreement was filed as Exhibit 99 to the Form 4 jointly filed with the SEC by Sapphire Holding, TDR Capital II, TDR Capital and Manjit Dale on December 1, 2017 and is incorporated herein by reference. Exhibit List: Exhibit 24 - Power of Attorney