SEC Form 4 · accession 0001104659-18-019651
WillScot Holdings Corp · WSC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen Robertson
Director
Period of report
Mar 20, 2018
Accepted (ET)
Mar 22, 2018 · 7:47 pm EDT
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,F3,F4 | Mar 20, 2018 | A | 3,690 | $0.00 | A | 46,382,531 | I | See Footnotes |
| Class A common stock, par value $0.0001 per shareF3,F4 | Mar 20, 2018 | J | 3,690 | $0.00 | D | 46,382,531 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Restricted stock granted to Stephen Robertson pursuant to the WillScot Corporation 2017 Incentive Award Plan and Restricted Stock Award Agreement between the Issuer and Mr. Robertson dated as of March 20, 2018. These shares comprise part of the Issuer's annual compensation program for non-executive directors and, subject to the terms and conditions of such plan and award agreement, the restrictions on these shares lapse in full one year from the grant date.
- F2Immediately following the grant of the restricted stock, Mr. Robertson transferred the restricted stock to Sapphire Holding S.a r.l, which holds all stock and options in WillScot Corporation on behalf of TDR Capital II Holdings LP, the investment fund managed by TDR Capital LLP.
- F3As 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 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 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 held by Sapphire Holding S.a r.l. Each 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.
- F4Each 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 restricted stock, which was submitted on the Securities and Exchange Commission's EDGAR system on or about the date hereof.