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