SEC Form 4 · accession 0001104659-18-053357

WillScot Holdings Corp · WSC

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

Reporting owners

Manjit Dale

10% Owner

TDR Capital LLP

10% Owner

TDR Capital II Holdings L.P.

10% Owner

Sapphire Holding S.a r.l.

10% Owner

Period of report

Aug 21, 2018

Accepted (ET)

Aug 23, 2018 · 4:07 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 share^F1,F2,F3	Aug 21, 2018	J	2,659,375	—	A	49,041,906	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 Warrants^F4,F2,F5	$5.75	Aug 21, 2017	J	4,850,000	A	—	—	Class A common stock, par value $0.0001 per share	2,425,000	4,850,000	D

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 were released from escrow to Sapphire Holding S.a r.l. 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., Double Eagle Acquisition LLC ("Sponsor") and Harry E. Sloan ("Sloan" and together with Sponsor, the "Founders") on November 29, 2017 in connection with the consummation of a certain business combination and other transactions. 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 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.
F2As 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. 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.
F3Pursuant to the terms of the Earnout Agreement, and as agreed among the parties thereto, an escrow release of shares of Class A Common Stock was triggered on August 1, 2018 by the closing price of the shares of Class A Common Stock on the Nasdaq Stock Market exceeding $15.00 per share for 20 out of 30 consecutive trading days. The release of the shares of Class A common Stock was effected on August 21, 2018 and deemed effective as of August 1, 2018.
F4Pursuant to the terms of the Earnout Agreement, and as agreed among the parties thereto, a transfer of private placement warrants held by the Founders ("Private Placement Warrants") was triggered on August 15, 2018 by the acquisition of Modular Space Holdings, Inc. by the Issuer. The transfer of the Private Placement Warrants was effected on August 21, 2018 and deemed effective as of August 15, 2018.
F5The Private Placement 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.

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, which was submitted on the Securities and Exchange Commission's EDGAR system on or about the date hereof.