SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SAGANSKY JEFFREY

(Last)

(First)

(Middle)

901 S. BOND STREET, #600

(Street)

BALTIMORE

21231

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WillScot Corp [ WSC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/19/2018

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/17/2018⁽¹⁾⁽²⁾		J⁽³⁾		665,938	D	$0	2,703,357	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Private Placement Warrants	$5.75	09/18/2018⁽¹⁾⁽⁴⁾		P		100,000		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	50,000	$3	3,980,000	D

Explanation of Responses:

1. This Form 4/A filing amends the original Form 4 ("Original Form 4") filed with the Securities and Exchange Commission on September 19, 2018 solely to correct the date of certain reported transactions.

2. The Original Form 4 incorrectly stated the date of this Reported Transaction.

3. Represents pro rata distribution from DEAL to its members. As managing member of DEAL, Mr. Sagansky may be deemed the beneficial owner of shares of Class A common stock, par value $0.0001 (the "Class A Common Stock") held by DEAL (including the 665,938 shares disposed of in the Reported Transaction). The remaining shares of Class A Common Stock (2,663,700 shares) were distributed to Mr. Sagansky.

4. The Original Form 4 incorrectly stated the date of this Reported Transaction.

5. 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.

	/s/ Bradley L. Bacon, as Attorney-in-Fact on behalf of Jeffrey Sagansky	09/20/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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