0001104659-21-068363.txt : 20210517
0001104659-21-068363.hdr.sgml : 20210517
20210517183508
ACCESSION NUMBER: 0001104659-21-068363
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210513
FILED AS OF DATE: 20210517
DATE AS OF CHANGE: 20210517
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Robertson Stephen
CENTRAL INDEX KEY: 0001409360
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37552
FILM NUMBER: 21933081
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
tm2116665-2_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2021-05-13
0
0001647088
WillScot Mobile Mini Holdings Corp.
WSC
0001409360
Robertson Stephen
4646 E. VAN BUREN STREET,
SUITE 400
PHOENIX
AZ
85008
1
0
1
0
Common stock, par value $0.0001 per share
2021-05-13
4
X
0
2425000
11.50
A
44838058
I
See footnotes
Common stock, par value $0.0001 per share
2021-05-13
4
S
0
948200
29.41
D
43889858
I
See footnotes
Private Placement Warrants
5.75
2021-05-13
4
X
0
4850000
0
D
Common Stock, par value $0.0001 per share
2425000
0
I
See footnotes
Pursuant to the Warrant Agreement dated as of September 10, 2015, on May 12, 2021, Sapphire Holding S.a.r.l ("Sapphire") exercised warrants to purchase 2,425,000 shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), for $11.50 per share. Sapphire paid the exercise price on a cashless basis, resulting in the Issuer withholding 948,200 shares of Common Stock otherwise issuable by exercise of the warrant to pay the exercise price, and issuing to Sapphire the remaining 1,476,800 shares of Common Stock.
Includes 100,000 shares of Common Stock owned directly by the Reporting Person. The remaining shares of Common Stock beneficially owned are held by Sapphire. 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 owner 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 may be deemed to be the beneficial owner of all or a portion of the securities reported herein.
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.
The Private Placement Warrants became exercisable on December 29, 2017 and expire at 5pm, New York City time, on November 29, 2022, or earlier upon redemption or liquidation.
Sapphire, TDR Capital II Holdings L.P., TDR Capital LLP and Manjit Dale are jointly 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/ Stephen Robertson
2021-05-17