0001104659-18-003606.txt : 20180123
0001104659-18-003606.hdr.sgml : 20180123
20180123165144
ACCESSION NUMBER: 0001104659-18-003606
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180119
FILED AS OF DATE: 20180123
DATE AS OF CHANGE: 20180123
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DALE MANJIT
CENTRAL INDEX KEY: 0001113203
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37552
FILM NUMBER: 18542931
MAIL ADDRESS:
STREET 1: C/O TDR CAPITAL LLP
STREET 2: 20 BENTINCK STREET
CITY: LONDON
STATE: X0
ZIP: W1U 2EU
FORMER NAME:
FORMER CONFORMED NAME: MANJIT DALE
DATE OF NAME CHANGE: 20000501
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Sapphire Holding S.a r.l.
CENTRAL INDEX KEY: 0001723829
STATE OF INCORPORATION: N4
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37552
FILM NUMBER: 18542934
BUSINESS ADDRESS:
STREET 1: 20 RUE EUGENE RUPPERT
CITY: LUXEMBOURG
STATE: N4
ZIP: 2453
BUSINESS PHONE: 44 20 7399 4245
MAIL ADDRESS:
STREET 1: C/O TDR CAPITAL LLP
STREET 2: 20 BENTINCK STREET
CITY: LONDON
STATE: X0
ZIP: W1U 2EU
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TDR Capital II Holdings L.P.
CENTRAL INDEX KEY: 0001668140
STATE OF INCORPORATION: X0
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37552
FILM NUMBER: 18542933
BUSINESS ADDRESS:
STREET 1: 20 BENTINCK STREET
CITY: LONDON
STATE: X0
ZIP: W1U 2EU
BUSINESS PHONE: 44 (0)20 7399 4200
MAIL ADDRESS:
STREET 1: 20 BENTINCK STREET
CITY: LONDON
STATE: X0
ZIP: W1U 2EU
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TDR Capital LLP
CENTRAL INDEX KEY: 0001408159
STATE OF INCORPORATION: X0
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37552
FILM NUMBER: 18542932
BUSINESS ADDRESS:
STREET 1: 20 BENTINCK STREET
CITY: LONDON
STATE: X0
ZIP: W1U 2EU
BUSINESS PHONE: 44-20-7399-4245
MAIL ADDRESS:
STREET 1: 20 BENTINCK STREET
CITY: LONDON
STATE: X0
ZIP: W1U 2EU
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: WillScot 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: 901 S. BOND STREET
STREET 2: SUITE 600
CITY: BALTIMORE
STATE: MD
ZIP: 21231
BUSINESS PHONE: 410-931-6000
MAIL ADDRESS:
STREET 1: 901 S. BOND STREET
STREET 2: SUITE 600
CITY: BALTIMORE
STATE: MD
ZIP: 21231
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
a4.xml
4
X0306
4
2018-01-19
0
0001647088
WillScot Corp
WSC
0001723829
Sapphire Holding S.a r.l.
C/O TDR CAPITAL LLP
20 BENTINCK STREET
LONDON
X0
W1U 2EU
UNITED KINGDOM
0
0
1
0
0001668140
TDR Capital II Holdings L.P.
C/O TDR CAPITAL LLP
20 BENTINCK STREET
LONDON
X0
W1U 2EU
UNITED KINGDOM
0
0
1
0
0001408159
TDR Capital LLP
C/O TDR CAPITAL LLP
20 BENTINCK STREET
LONDON
X0
W1U 2EU
UNITED KINGDOM
0
0
1
0
0001113203
DALE MANJIT
C/O TDR CAPITAL LLP
20 BENTINCK STREET
LONDON
X0
W1U 2EU
UNITED KINGDOM
0
0
1
0
Class A common stock, par value $0.0001 per share
2018-01-19
4
J
0
3106250
A
46375151
D
The shares of Class A common stock of the Issuer, par value $0.0001 per share ("Class A Common Stock"), reported on this Form 4 were released from escrow to Sapphire Holding S.a r.l. pursuant to the terms of a previously disclosed earnout agreement (the "Earnout Agreement") that was entered into by and among the Issuer, Sapphire Holding S.a r.l., Double Eagle Acquisition LLC and Harry E. Sloan on November 29, 2017 in connection with the consummation of a certain business combination and other transactions. As 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. 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.
Pursuant to the terms of the Earnout Agreement, an escrow release of shares of Class A Common Stock was triggered on January 19, 2018 by the closing price of the shares of Class A Common Stock on the Nasdaq Stock Market exceeding $12.50 per share for 20 out of 30 trading days.
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.
/s/ Emma Gilks as Attorney-in-Fact on behalf of Sapphire Holding S.a r.l.
2018-01-23
/s/ Emma Gilks as Attorney-in-Fact on behalf of TDR Capital II Holdings L.P.
2018-01-23
/s/ Emma Gilks as Attorney-in-Fact on behalf of TDR Capital LLP
2018-01-23
/s/ Emma Gilks as Attorney-in-Fact on behalf of Manjit Dale
2018-01-23