SEC Form 4 · accession 0001104659-18-057607
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
Sep 17, 2018
Accepted (ET)
Sep 19, 2018 · 4:15 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 StockF2 | Sep 17, 2018 | S$0 | 124,999 | $0.00 | D | 3,369,295 | I | See Footnote |
| Class A Common Stock | Sep 18, 2018 | J | 665,938 | $0.00 | D | 2,703,357 | 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 WarrantsF5 | $5.75 | Sep 17, 2018 | J | 970,000 | D | — | — | Class A Common Stock | 485,000 | 3,880,000 | D |
| Private Placement WarrantsF5 | $5.75 | Sep 17, 2018 | P | 100,000 | A | — | — | Class A Common Stock | 50,000 | 3,980,000 | D |
Explanation of responses
- F1Represents a transfer of 124,999 shares of Class A Common Stock of the Company from Double Eagle Acquisition LLC ("DEAL") to Harry E. Sloan. As managing member of DEAL, Mr. Sagansky may be deemed the beneficial owner of shares of Class A Common Stock held by DEAL (including the 124,999 shares disposed of in the Reported Transaction).
- F230,000 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; 3,690 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 March 22, 2018; 5,917 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 August 30, 2018. The remaining shares of Class A Common Stock beneficially owned following the Reported Transaction are held by DEAL. As managing member of DEAL, Mr. Sagansky may be deemed the beneficial owner of shares of Class A Common Stock held by DEAL.
- F3Represents pro rata distribution from DEAL to its members. As managing member of DEAL, Mr. Sagansky may be deemed the beneficial owner of shares of Class A Common Stock held by DEAL (including the 665,938 shares disposed of in the Reported Transaction). The remaining shares of Class A Common Stock (2,663,700 shares) were distributed to Mr. Sagansky.
- F4Represents pro rata distribution from DEAL to its members. As managing member of DEAL, Mr. Sagansky may be deemed the beneficial owner of shares of the Private Placement Warrants held by DEAL (including the 970,000 Private Placement Warrants disposed of in the Reported Transaction). The remaining Private Placement Warrants (3,880,000 warrants) were distributed to Mr. Sagansky.
- 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.