0001104659-21-086313.txt : 20210628 0001104659-21-086313.hdr.sgml : 20210628 20210628170201 ACCESSION NUMBER: 0001104659-21-086313 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210625 FILED AS OF DATE: 20210628 DATE AS OF CHANGE: 20210628 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Robertson Stephen CENTRAL INDEX KEY: 0001409360 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37552 FILM NUMBER: 211054348 MAIL ADDRESS: STREET 1: 20 BENTINCK STREET CITY: LONDON STATE: X0 ZIP: W1U 2EU ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WillScot Mobile Mini Holdings Corp. CENTRAL INDEX KEY: 0001647088 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS EQUIPMENT RENTAL & LEASING [7350] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4646 E. VAN BUREN STREET STREET 2: SUITE 400 CITY: PHOENIX STATE: AZ ZIP: 85008 BUSINESS PHONE: 480-894-6311 MAIL ADDRESS: STREET 1: 4646 E. VAN BUREN STREET STREET 2: SUITE 400 CITY: PHOENIX STATE: AZ ZIP: 85008 FORMER COMPANY: FORMER CONFORMED NAME: WillScot Corp DATE OF NAME CHANGE: 20171130 FORMER COMPANY: FORMER CONFORMED NAME: Double Eagle Acquisition Corp. DATE OF NAME CHANGE: 20150814 FORMER COMPANY: FORMER CONFORMED NAME: Double Eagle Acquisitions Corp. DATE OF NAME CHANGE: 20150706 4 1 tm2120842-1_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-06-25 0 0001647088 WillScot Mobile Mini Holdings Corp. WSC 0001409360 Robertson Stephen 4646 E. VAN BUREN STREET, SUITE 400 PHOENIX AZ 85008 1 0 1 0 Common stock, par value $0.0001 per share 2021-06-25 4 S 0 14000000 27.75 D 29898390 I See footnotes Common stock, par value $0.0001 per share 2021-06-25 4 S 0 3900000 27.75 D 25998390 I See footnotes On June 25, 2021, Sapphire Holding S.a r.l. ("Sapphire") sold an aggregate of 14,000,000 shares of common stock, par value $0.0001 per share (the "Common Stock"), of WillScot Mobile Mini Holdings Corp. (the "Issuer") in a registered underwritten public offering (the "Offering") pursuant to that certain Underwriting Agreement, dated as of June 22, 2021 (the "Underwriting Agreement"), among the Issuer, Sapphire and Morgan Stanley & Co. LLC (the "Underwriter"). The price to the public in the Offering was $27.95 per share. The per share sale price reported in this Form 4 reflects underwriting discounts. On June 25, 2021, in connection with the closing of the Offering, Sapphire sold an aggregate of 3,900,000 shares of Common Stock to the Issuer pursuant to that certain Share Repurchase Agreement, dated June 15, 2021, by and between Sapphire and the Issuer, at a price of $27.75 per share. Includes 100,000 shares of Common Stock owned directly by the Reporting Person. The remaining shares of Common Stock beneficially owned are held by Sapphire. As sole shareholder of Sapphire, TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Common Stock held by Sapphire. As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owner of such shares of Common Stock held by Sapphire. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. Each of TDR Capital II Holdings L.P., TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed to be the beneficial owner of all or a portion of the securities reported herein. The figure in Column 5 of Table I reflects an additional 4,266 shares of Common Stock, par value $0.0001 per share, than the Form 4 filed by the Reporting Person on June 15, 2021, due to the transfer of 4,266 shares of Common Stock, par value $0.0001 per share, by Gary Lindsay to Sapphire, as reported in Form 4s filed by each of Sapphire and Gary Lindsay on June 15, 2021. As sole shareholder of Sapphire, TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Common Stock held by Sapphire. As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. 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. Sapphire, TDR Capital II Holdings L.P., TDR Capital LLP and Manjit Dale are jointly filing a separate Form 4 disclosing his beneficial ownership interest in the Common Stock, which was submitted on the Securities and Exchange Commission's EDGAR system on or about the date hereof. /s/ Stephen Robertson 2021-06-28