SEC Form 4 · accession 0001104659-18-003633
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
Jeffrey Sagansky
Director
Period of report
Jan 19, 2018
Accepted (ET)
Jan 23, 2018 · 6:50 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,F3,F4 | Jan 19, 2018 | J | 3,106,250 | — | A | 6,367,500 | 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, par value $0.0001 per share ("Class A Common Stock"), reported on this Form 4 represent a portion of the 6,337,500 shares of Class A Common Stock that were placed in escrow by Double Eagle Acquisition LLC ("DEAL") pursuant to the terms of a previously disclosed earnout agreement (the "Earnout Agreement") that was entered into by and among the Issuer, Sapphire Holding S.a r.l., DEAL and Harry E. Sloan on November 29, 2017 in connection with the consummation of a certain business combination and other transactions.3,106,250 of these shares of Class A Common Stock, as reported on this Form 4, were released from escrow pursuant to the terms of the Earnout Agreement to DEAL on January 19, 2018. While such shares were held in escrow, Mr. Sagansky did not have the ability to transfer or vote such shares.
- F2As managing member of DEAL, Mr. Sagansky may be deemed the beneficial owner of shares of Class A Common Stock held by DEAL. Mr. Sagansky disclaims beneficial ownership of the securities of the Issuer held by DEAL, 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, Mr. Sagansky is the beneficial owner of any of the securities reported herein.
- F3Pursuant to the terms of the Earnout Agreement, an escrow release of shares of Class A Common Stock was triggered on January 19, 2018 by the closing price of the shares of Class A Common Stock on the Nasdaq Stock Market exceeding $12.50 per share for 20 out of 30 trading days.
- F430,000 shares of Class A Common Stock beneficially owned following the reported transaction were previously acquired by Mr. Sagansky as reported on a Form 4 filed with the Securities and Exchange Commission on September 15, 2017. The remaining shares of Class A Common Stock beneficially owned following the Reported Transaction are held by DEAL. The amount of securities beneficially owned following the Reported Transaction does not include any shares of Class A Common Stock that underlie the 7,275,000 warrants held by DEAL, which are restricted pursuant to the terms of the Earnout Agreement.
Remarks
Bradley L. Bacon is signing as Attorney-in-Fact pursuant to the power of attorney dated November 29, 2017 granted by Jeffrey Sagansky, a copy of which is filed as Exhibit 24 and incorporated herein by reference. Exhibit list: Exhibit 24 - Power of Attorney.