| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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 |
|
|||||||||||||||
 |
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
|
Form 3 Holdings Reported. | ||||||||||||||||
|
Form 4 Transactions Reported. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
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)
|
||||||||||||||||||||||||
|
3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2022 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock, par value $0.0001 per share | 08/24/2022 | G | 210,879(1) | D | $0 | 5,000 | D | ||||||||
| Common Stock, par value $0.0001 per share | 10/17/2022 | G | 122,680(1) | D | $0 | 5,000 | D | ||||||||
| Common Stock, par value $0.0001 per share | 333,559(1) | I | By Bradley L Soultz Irrevocable Trust | ||||||||||||
| Common Stock, par value $0.0001 per share | 01/21/2022 | G | 209,092(2) | D | $0 | 5,000 | D | ||||||||
| Common Stock, par value $0.0001 per share | 01/27/2022 | G | 5,292(2) | D | $0 | 5,000 | D | ||||||||
| Common Stock, par value $0.0001 per share | 08/26/2022 | G | 122,680 | A | $0 | 5,000 | D | ||||||||
| Common Stock, par value $0.0001 per share | 10/17/2022 | G | 1,420(2) | D | $0 | 5,000 | D | ||||||||
| Common Stock, par value $0.0001 per share | 93,124(2) | I | By Ellen M Soultz Irrevocable Trust | ||||||||||||
|
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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Stock Options (right to buy) | $13.6 | 06/08/2022 | G | 408,497(3) | (4) | 03/20/2028 | Common Stock | 408,497 | $0 | 0 | D | |||
| Stock Options (right to buy) | $13.6 | (4) | 03/20/2028 | Common Stock | 408,497 | 408,497(3) | I | By Ellen M Soultz Irrevocable Trust | ||||||
| Explanation of Responses: |
| 1. The Reporting Person made a transfer to an irrevocable trust, of which the Reporting Person is the sole trustee. |
| 2. The Reporting Person made a transfer to an irrevocable trust, of which immediate family members of the Reporting Person are the sole trustees. |
| 3. The Reporting Person made a transfer to an irrevocable trust, of which immediate family members of the Reporting Person are the sole trustees. |
| 4. The stock options (the "Options") reported on this Form 4 represent the right upon vesting to buy shares of the Issuer's Common Stock pursuant to the terms and conditions of the WillScot Mobile Mini Holdings Corp. 2020 Incentive Award Plan and the Nonqualified Stock Option Award Agreement entered into between the Issuer and the Reporting Person as of March 20, 2018 (the "Award Agreement"). The Options vest in equal installments on each of the first four anniversaries of the grant date subject to the terms and conditions of the Plan and Award Agreement. |
| /s/ Hezron T. Lopez as Attorney in Fact | 02/09/2023 | |
| ** 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. | ||