0001104659-21-033419.txt : 20210308 0001104659-21-033419.hdr.sgml : 20210308 20210308194017 ACCESSION NUMBER: 0001104659-21-033419 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210304 FILED AS OF DATE: 20210308 DATE AS OF CHANGE: 20210308 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: 21723625 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: 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: 21723626 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: 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: 21723628 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: 21723627 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 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 tm218865-7_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-03-04 0 0001647088 WillScot Mobile Mini Holdings 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 Common stock, par value $0.0001 per share 2021-03-04 4 S 0 14662500 26.785 D 45063058 I See footnotes Common stock, par value $0.0001 per share 2021-03-04 4 S 0 2750000 26.785 D 42313058 I See footnotes On March 4, 2021, Sapphire Holding S.a r.l. ("Sapphire") sold an aggregate of 12,750,000 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 March 1, 2021 (the "Underwriting Agreement"), among the Issuer, Sapphire and Morgan Stanley & Co. LLC (the "Underwriter"). Pursuant to the Underwriting Agreement, Sapphire also granted the Underwriter the option, exercisable within 30 days, to purchase an additional 1,912,500 shares of Common Stock, which the Underwriter exercised in full on March 4, 2021. The price to the public in the Offering was $27.20 per share. The per share sale price reported in this Form 4 reflects underwriting discounts. On March 4, 2021, in connection with the closing of the Offering, Sapphire sold an aggregate of 2,750,000 shares of Common Stock to the Issuer pursuant to that certain Share Repurchase Agreement, dated February 28, 2021, by and between Sapphire and the Issuer, at a price of $26.785 per share. 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. Stephen Robertson, as a director of the Issuer, is 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/ Evelina Ezerinskaite on behalf of Sapphire Holding S.a r.l. 2021-03-08 /s/ TDR Capital LLP on behalf of TDR Capital II Holdings LLP 2021-03-08 /s/ TDR Capital LLP 2021-03-08 /s/ Manjit Dale 2021-03-08