0000897069-24-001870.txt : 20240918 0000897069-24-001870.hdr.sgml : 20240918 20240918204703 ACCESSION NUMBER: 0000897069-24-001870 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240918 FILED AS OF DATE: 20240918 DATE AS OF CHANGE: 20240918 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Soultz Bradley Lee CENTRAL INDEX KEY: 0001723486 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37552 FILM NUMBER: 241308655 MAIL ADDRESS: STREET 1: 901 S. BOND STREET STREET 2: SUITE 600 CITY: BALTIMORE STATE: MD ZIP: 21231 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WillScot Holdings Corp CENTRAL INDEX KEY: 0001647088 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS EQUIPMENT RENTAL & LEASING [7350] ORGANIZATION NAME: 07 Trade & Services 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 Mobile Mini Holdings Corp. DATE OF NAME CHANGE: 20200701 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 4 1 form4.xml X0508 4 2024-09-18 0001647088 WillScot Holdings Corp WSC 0001723486 Soultz Bradley Lee 4646 E. VAN BUREN STREET SUITE 400 PHOENIX AZ 85008 true true Chief Executive Officer false Common Stock 2024-09-18 4 P 0 5000 38.971 A 149686 D Common Stock 2024-09-18 4 J 0 10000 0 D 139686 D Common Stock 2024-09-18 4 J 0 10000 0 A 169225 I By Ellen M. Soultz Irrevocable Trust Common Stock 2024-09-18 4 J 0 17500 0 D 0 I By Spouse Common Stock 2024-09-18 4 J 0 17500 0 A 406376 I By Bradley L. Soultz Irrevocable Trust Performance Stock Units Common Stock 528078 528078 D Restricted Stock Units Common Stock 82111 82111 D Stock Options (right to buy) 13.6 2028-03-20 Common Stock 408497 408497 I By Ellen M Soultz Irrevocable Trust The Reporting Person transferred 10,000 shares of common stock to the Ellen M. Soultz Irrevocable Trust, for no consideration. This transfer reflects only a change in the form of beneficial ownership of the reporting person without changing the reporting person's pecuniary interest in such shares, and the transfer is exempt from reporting under Rule 16a-13 under the Securities and Exchange Act of 1934, as amended. Following the transfer, the Reporting Person held 139,686 shares directly. The Spouse transferred 17,500 shares of common stock to the Bradley L. Soultz Irrevocable Trust, for no consideration. This transfer reflects only a change in the form of beneficial ownership of the reporting person without changing the reporting person's pecuniary interest in such shares, and the transfer is exempt from reporting under Rule 16a-13 under the Securities and Exchange Act of 1934, as amended. Following the transfer, the Spouse held 0 shares directly. 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. The Reporting Person was granted PSUs pursuant to a Performance-Based Restrictive Stock Unit Agreement, by and between the Reporting Person and the Issuer, dated as of September 7, 2021 (the "Performance-Based RSU Agreement"). Portions of the PSUs vest 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 S&P Mid Cap 400 Index at the grant date over a specified measurement period, subject to the terms and conditions of the WillScot Mobile Mini Holdings Corp. 2020 Incentive Award Plan (the "Plan") and the Performance-Based RSU Agreement. Each time-based 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. The Reporting Person was granted RSUs pursuant to an Amended an d Restated Employment Agreement, by and between the Issuer and the Reporting Person dated as of September 7, 2021. The RSUs vest in three equal installments on each of the first three anniversaries of the grant date, subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement entered into by and between the Reporting Person and the Issuer. The stock options (the "Options") reported on this Form 4 represent the right upon vesting to buy shares of the Issuer's Common Stock pursuant to the terms and conditions of the Plan and the Nonqualified Stock Option Award Agreement entered into between the Issuer and the Reporting Person as of March 20, 2018 (the "Award Agreement"). The Options vest in equal installments on each of the first four anniversaries of the grant date subject to the terms and conditions of the Plan and Award Agreement. The Reporting Person made a transfer to an irrevocable trust, of which immediate family members of the Reporting Person are the sole trustees. /s/ Hezron T. Lopez as Attorney-in-Fact 2024-09-18