0001104659-20-060158.txt : 20200512 0001104659-20-060158.hdr.sgml : 20200512 20200512160316 ACCESSION NUMBER: 0001104659-20-060158 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200511 FILED AS OF DATE: 20200512 DATE AS OF CHANGE: 20200512 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: 20869032 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: 20869033 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: 20869034 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 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: 20869035 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 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 2020-05-11 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 2020-05-11 4 A 0 17022 0 A 49084376 I See Footnotes Restricted stock granted to Stephen Robertson and Gary Lindsay pursuant to the WillScot Corporation 2017 Incentive Award Plan and Restricted Stock Award Agreement between the Issuer and each of Mr. Robertson and Mr. Lindsay dated as of May 11, 2020. These shares comprise part of the Issuer's annual compensation program for non-executive directors and, subject to the terms and conditions of such plan and award agreement, the restrictions on these shares lapse in full one year from the grant date. Immediately following the grant of the restricted stock, Mr. Robertson and Mr. Lindsay transferred the restricted stock to Sapphire Holding S.a r.l which holds all stock and options in WillScot Corporation on behalf of TDR Capital II Holdings LP, the investment fund managed by TDR Capital LLP. 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. 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. 2020-05-12 /s/ Emma Gilks as Attorney-in-Fact on behalf of TDR Capital II Holdings L.P. 2020-05-12 /s/ Emma Gilks as Attorney-in-Fact on behalf of TDR Capital LLP 2020-05-12 /s/ Emma Gilks as Attorney-in-Fact on behalf of Manjit Dale 2020-05-12