| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
WillScot Mobile Mini Holdings Corp. [ WSC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/03/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common stock, par value $0.0001 per share | 11/03/2020 | M | 2,405,000 | A | $11.76 | 2,880,908 | D | |||
| Common stock, par value $0.0001 per share | 11/03/2020 | F(1) | 1,902,945 | D | $18.84 | 977,963 | D | |||
| Common stock, par value $0.0001 per share | 11/03/2020 | M | 1,202,500 | A | $13.52 | 2,180,463 | D | |||
| Common stock, par value $0.0001 per share | 11/03/2020 | F(2) | 1,013,875 | D | $18.84 | 1,166,588 | D | |||
| Common stock, par value $0.0001 per share | 11/03/2020 | M | 1,202,500 | A | $15.29 | 2,369,088 | D | |||
| Common stock, par value $0.0001 per share | 11/03/2020 | F(3) | 1,076,632 | D | $18.84 | 1,292,456 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Options (right to buy) | $11.76 | 11/03/2020 | M | 2,405,000 | (4) | (4) | Common Stock, $0.0001 par value | 2,405,000 | (4) | 0 | D | ||||
| Employee Stock Options (right to buy) | $13.52 | 11/03/2020 | M | 1,202,500 | (4) | (4) | Common Stock, $0.0001 par value | 1,202,500 | (4) | 0 | D | ||||
| Employee Stock Options (right to buy) | $15.29 | 11/03/2020 | M | 1,202,500 | (4) | (4) | Common Stock, $0.0001 par value | 1,202,500 | (4) | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents a "net exercise" of outstanding stock options. The reporting person received 502,055 shares of the Issuer's Common Stock, par value $0.0001 per share (the "Common Stock"), on net exercise of options to purchase 2,405,000 shares of Common Stock. The Company withheld 1,902,945 shares of Common Stock underlying the options for payment of the exercise price and tax withholdings, using the closing stock price on November 3, 2020 of $18.84, pursuant to the terms of the Company's 2020 Incentive Award Plan and the applicable grant agreements. |
| 2. Represents a "net exercise" of outstanding stock options. The reporting person received 188,625 shares of Common Stock on net exercise of options to purchase 1,202,500 shares of Common Stock. The Company withheld 1,013,875 shares of Common Stock underlying the options for payment of the exercise price and tax withholdings, using the closing stock price on November 3, 2020 of $18.84, pursuant to the terms of the Company's 2020 Incentive Award Plan and the applicable grant agreements. |
| 3. Represents a "net exercise" of outstanding stock options. The reporting person received 125,868 shares of Common Stock on net exercise of options to purchase 1,202,500 shares of Common Stock. The Company withheld 1,076,632 shares of Common Stock underlying the options for payment of the exercise price and tax withholdings, using the closing stock price on November 3, 2020 of $18.84, pursuant to the terms of the Company's 2020 Incentive Award Plan and the applicable grant agreements. |
| 4. Received in connection with the completion of the merger (the "Merger"), on July 1, 2020, of Picasso Merger Sub, Inc., a subsidiary of the Issuer ("Merger Sub"), with and into Mobile Mini, Inc. ("Mobile Mini") in exchange for employee stock options to acquire shares of common stock of Mobile Mini owned prior to the Merger, pursuant to the terms of the Agreement and Plan of Merger, dated as of March 1, 2020, by and among the Issuer, Merger Sub and Mobile Mini, as amended on May 28, 2020. |
| /s/ Christopher J. Miner as Attorney-in-Fact | 11/05/2020 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||