SEC Filing | Investor Relations | WillScot Mobile Mini Holdings Corp.

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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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Soultz Bradley Lee (Last) (First) (Middle) 4646 E. VAN BUREN STREET, SUITE 400 (Street) PHOENIX AZ 85008 (City) (State) (Zip)	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) X Director 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 09/07/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(1)	09/07/2021		A		312,632(2)		(3)	(3)	Common Stock	312,632	$0	312,632	D
Restricted Stock Units	(4)	09/07/2021		A		10,232		(5)	(5)	Common Stock	10,232	$0	249,355	D
Performance Stock Units	(6)	09/07/2021		A		23,874		(7)	(7)	Common Stock	23,874	$0	388,321	D

Explanation of Responses:

1. Each Performance-Based Restricted Stock Unit ("PSU") represents a contingent right to receive upon vesting one share of common stock of WillScot Mobile Mini Holdings Corp. (the "Issuer") or its cash equivalent.

2. Bradley Soultz (the "Reporting Person") was granted a target number of 312,632 PSUs pursuant to a Performance-Based Restricted Stock Unit Agreement, by and between the Reporting Person and the Issuer, dated as of September 7, 2021 (the "Performance-Based RSU Agreement 1"). The actual number of PSUs that shall vest and become unrestricted may range from 0 to 750,000 PSUs based on criteria described in footnote 3 to this Form 4, subject to the terms and conditions of the previously disclosed WillScot Mobile Mini Holdings Corp. 2020 Incentive Award Plan (the "Plan") and the Performance-Based RSU Agreement 1.

3. Pursuant to the Performance-Based RSU Agreement 1, the target number of PSUs reported here vest upon the Issuer's common stock achieving certain 60-day average closing prices, measured as of the 60 consecutive trading days immediately following the date on which third quarter results for each of 2022, 2023, 2024 and 2025 are filed (the "Measurement Periods"). The actual number of PSUs that shall be granted is cumulative and may vary according to achievement of agreed Common Stock price targets ranging from $42.50 to $60.00 during each annual Measurement Period, pursuant to the Performance-Based RSU Agreement 1 and subject to the terms and conditions of the Plan. The cumulative number of PSUs earned vest and become unrestricted on March 1, 2026 or upon the occurrence of certain other events as provided in the Performance Based RSU Agreement 1.

4. Each Restricted Stock Unit ("RSU") represents a contingent right to receive upon vesting one share of common stock of the Issuer, or its cash equivalent.

5. On September 7, 2021, pursuant to the Amended and Restated Employment Agreement, by and between the Issuer and the Reporting Person, dated as of September 7, 2021 (the "A&R Employment Agreement"), the Reporting Person was granted 10,232 RSUs which vest in three equal installments on each of the first three anniversaries of the grant date, subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement entered into by and between the Reporting Person and the Issuer.

6. Each PSU represents a contingent right to receive upon vesting one share of common stock of the Issuer, or its cash equivalent.

7. On September 7, 2021, the Reporting Person was granted 23,874 PSUs pursuant to a Performance-Based Restrictive Stock Unit Agreement, by and between the Reporting Person and the Issuer, dated as of September 7, 2021 (the "Performance-Based RSU Agreement 2"), which vest based on the achievement of the relative total stockholder return ("TSR") of the Issuer's common stock as compared to the TSR of the constituents of the S&P Mid Cap 400 Index at the grant date over the performance of three years, subject to the terms and conditions of the Plan and the Performance-Based RSU Agreement 2.

	/s/ Christopher J. Miner as Attorney-in-Fact	09/09/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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