SEC Form 4 · accession 0001104659-18-054490
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 28, 2018
Accepted (ET)
Aug 30, 2018 · 4:09 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,F2,F3,F4 | Aug 28, 2018 | A | 11,834 | $0.00 | A | 49,053,740 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Restricted stock granted to Stephen Robertson and Gary Lindsay pursuant to the WillScot Corporation 2017 Incentive Award Plan and Restricted Stock Award Agreement between the Issuer and each of Mr. Robertson and Mr. Lindsay Mr. Rosen dated as of August 28, 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. Immediately following the grant of the restricted stock, Mr. Robertson and Mr. Lindsay 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.
- F2The amount of securities beneficially owned following the Reported Transaction does not include any shares of Class A Common Stock that underlie the 4,850,000 warrants held by Sapphire Holding S.a r.l., which are restricted pursuant to the terms of a previously disclosed earnout agreement.
- 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
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.