SEC Form 5 · accession 0001104659-18-002326
WillScot Holdings Corp · WSC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Fredric D Rosen
Director
Period of report
Dec 31, 2017
Accepted (ET)
Jan 16, 2018 · 1:34 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 | Nov 29, 2017 | C | 25,000 | — | A | 25,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Private Placement WarrantsF1,F2 | $5.75 | Nov 29, 2017 | J | 0 | A | — | — | Class A Common Stock | 625,000 | 1,250,000 | D |
| Private Placement WarrantsF1,F2,F3 | $5.75 | Nov 29, 2017 | J | 0 | A | — | — | Class A Common Stock | 100,000 | 200,000 | I |
| Private Placement WarrantsF1,F2,F4 | $5.75 | Nov 29, 2017 | J | 0 | A | — | — | Class A Common Stock | 100,000 | 200,000 | I |
| Public WarrantsF5,F1,F2 | $5.75 | Nov 29, 2017 | J | 0 | A | — | — | Class A Common Stock | 10,000 | 20,000 | I |
Explanation of responses
- F1On November 29, 2017, in connection with the consummation of a certain business combination and other transactions, the Issuer's predecessor company, Double Eagle Acquisition Corp. ("DEAC"), changed its jurisdiction of domestication from the Cayman Islands to Delaware. In connection therewith, shares of DEAC's Class B ordinary shares converted automatically on a one-for-one basis into shares of DEAC's outstanding Class A ordinary shares. Immediately thereafter, all of DEAC's issued and outstanding Class A ordinary shares converted automatically by operation of law on a one-for-one basis into shares of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock").
- F2The Private Placement Warrants and the Public Warrants became exercisable on December 29, 2017 and expire at 5pm, New York City time, on November 29, 2022, or earlier upon redemption or liquidation.
- F3The 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.
- F4The 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.
- F5The Issuer may redeem the outstanding Public Warrants at a price of $0.01 per warrant, provided that the closing price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending three business days before the Issuer sends the notice of redemption.
Remarks
Bradley L. Bacon is signing as Attorney-in-Fact pursuant to the power of attorney dated November 29, 2017 granted by Fredric D. Rosen, a copy of which is filed as Exhibit 24 and incorporated herein by reference. Exhibit list: Exhibit 24 - Power of Attorney