Statement of Changes in Beneficial Ownership (4)
September 09 2021 - 5:35PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
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Boswell Timothy D |
2. Issuer Name and Ticker or Trading Symbol
WillScot Mobile Mini Holdings Corp.
[
WSC
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CFO |
(Last)
(First)
(Middle)
4646 E. VAN BUREN STREET, SUITE 400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/7/2021 |
(Street)
PHOENIX, AZ 85008
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Restricted Stock Units | (1) | 9/7/2021 | | A | | 243158 (2) | | (3) | (3) | Common Stock | 243158 | $0 | 337817 | D | |
Explanation of Responses: |
(1) | Each Restricted Stock Unit 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) | Timothy Boswell (the "Reporting Person") was granted a target number of 243,158 Restricted Stock Units pursuant to the 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"). The actual number of Restricted Stock Units that shall vest and become unrestricted may range from 0 to 583,334 Restricted Stock Units based on criteria described in footnote 3 to this Form 4. |
(3) | Pursuant to the Performance-Based RSU Agreement, the target number of Restricted Stock Units 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 Restricted Stock Units that shall be granted is cumulative and may vary according to achievement of agreed upon Share Price targets ranging from $42.50 to $60.00 during each annual Measurement Period, pursuant to the Performance-Based RSU Agreement. The cumulative number of Restricted Stock Units earned vest and become unrestricted on July 1, 2026 or upon the occurence of certain other events as provided in the Performance Based RSU Agreement. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Boswell Timothy D 4646 E. VAN BUREN STREET, SUITE 400 PHOENIX, AZ 85008 |
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| President & CFO |
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Signatures
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/s/ Christopher J. Miner as Attorney-in-Fact | | 9/9/2021 |
**Signature of Reporting Person | Date |
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