Statement of Changes in Beneficial Ownership (4)
September 09 2021 - 7:47PM
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
*
Soultz Bradley Lee |
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)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(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 |
Performance Stock Units | (1) | 9/7/2021 | | A | | 312632 (2) | | (3) | (3) | Common Stock | 312632 | $0 | 312632 | D | |
Restricted Stock Units | (4) | 9/7/2021 | | A | | 10232 | | (5) | (5) | Common Stock | 10232 | $0 | 249355 | D | |
Performance Stock Units | (6) | 9/7/2021 | | A | | 23874 | | (7) | (7) | Common Stock | 23874 | $0 | 388321 | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Soultz Bradley Lee 4646 E. VAN BUREN STREET, SUITE 400 PHOENIX, AZ 85008 | X |
| Chief Executive Officer |
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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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