SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Parkes Graeme

(Last)

(First)

(Middle)

4646 E. VAN BUREN STREET, SUITE 400

(Street)

PHOENIX

85008

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/10/2023

3. Issuer Name and Ticker or Trading Symbol
WillScot Mobile Mini Holdings Corp. [ WSC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Information Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, par value $0.0001 per share	45,686	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽²⁾	⁽²⁾	Common Stock	5,717	⁽¹⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	4,688	⁽¹⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	7,388	⁽¹⁾	D
Performance Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	18,750	⁽⁵⁾	D
Performance Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	27,793	⁽⁵⁾	D
Employee Stock Option (right to buy)	⁽⁸⁾	⁽⁸⁾	Common Stock	12,859	$10.91	D
Employee Stock Option (right to buy)	⁽⁸⁾	⁽⁸⁾	Common Stock	25,514	$12.19	D
Employee Stock Option (right to buy)	⁽⁸⁾	⁽⁸⁾	Common Stock	29,298	$13.54	D
Employee Stock Option (right to buy)	⁽⁸⁾	⁽⁸⁾	Common Stock	6,070	$17.79	D
Employee Stock Option (right to buy)	⁽⁸⁾	⁽⁸⁾	Common Stock	1,301	$19.7	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive upon vesting one share of common stock of the Issuer, par value $0.0001 per share, or its cash equivalent.

2. On July 2, 2020, the Reporting Person was granted 11,434 RSUs which vest in four equal annual installments on each of the first four anniversaries of the grant date subject to the terms and conditions of the previously disclosed WillScot Mobile Mini Holdings Corp. 2020 Incentive Award Plan (the "Plan") and the Restricted Stock Unit Award Agreement entered into between the Issuer and the Reporting Person.

3. On March 3, 2021, the Reporting Person was granted 6,250 RSUs which vest in four equal annual installments on each of the first four anniversaries of the grant date subject to the terms and conditions of the Plan and the Restricted Stock Unit Award Agreement entered into between the Issuer and the Reporting Person.

4. On March 1, 2022, the Reporting Person was granted 7,388 RSUs which vest in four equal annual installments on each of the first four anniversaries of the grant date subject to the terms and conditions of the Plan and the Restricted Stock Unit Award Agreement entered into between the Issuer and the Reporting Person

5. Each performance-based restricted stock unit ("PSU") represents a contingent right to receive upon vesting one share of common stock of the Issuer, par value $0.0001 per share, or its cash equivalent.

6. On March 3, 2021, the Reporting Person was granted 18,750 PSUs which vest based on the achievement of the relative total stockholder return ("TSR") of the Issuer's common stock as compared to the TSR of the constituents of the Russell 3000 Index at the grant date over the performance of three years subject to the terms and conditions of the Plan and the Performance-Based Restricted Stock Unit Agreement entered into between the Issuer and the Reporting Person.

7. On March 1, 2022, the Reporting Person was granted 27,793 PSUs which vest based on the achievement of the relative TSR of the Issuer's common stock as compared to the TSR of the constituents of the S&P 400 Index at the grant date over the performance of three years subject to the terms and conditions of the Plan and the Performance-Based Restricted Stock Unit Agreement entered into between the Issuer and the Reporting Person.

8. Received on July 1, 2020 in connection with the merger of Picasso Merger Sub, Inc., a subsidiary of the Issuer, with and into Mobile Mini, Inc. in exchange for employee stock options to acquire shares of Mobile Mini, Inc., pursuant to the terms of the Agreement and Plan of Merger, dated as of March 1, 2020, as amended on May 28, 2020.

Remarks:

Hezron T. Lopez is signing as Attorney-in-Fact pursuant to the power of attorney dated February 10, 2023 granted by Graeme Parkes, a copy of which is filed as Exhibit 24 and incorporated herein by reference. Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Hezron T. Lopez as Attorney in Fact	02/16/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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