Form Type: 4

SEC EDGAR Link
Accession Number:0001104659-21-032870
Date:2021-03-03
Issuer: WILLSCOT MOBILE MINI HOLDINGS CORP. (WSC)
Original Submission Date:

Reporting Person:

WILLIAMS KELLY M
4646 E. VAN BUREN STREET, SUITE 400
PHOENIX, AZ 85008

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK, PAR VALUE $0.0001 PER SHARE 2021-03-03 M 2,708 a $14.52 188,884 direct
COMMON STOCK, PAR VALUE $0.0001 PER SHARE 2021-03-03 M 11,868 a $19.86 200,752 direct
COMMON STOCK, PAR VALUE $0.0001 PER SHARE 2021-03-03 M 20,832 a $21.52 221,584 direct
COMMON STOCK, PAR VALUE $0.0001 PER SHARE 2021-03-03 M 3,537 a $21.52 225,121 direct
COMMON STOCK, PAR VALUE $0.0001 PER SHARE 2021-03-03 M 22,585 a $17.86 247,706 direct
COMMON STOCK, PAR VALUE $0.0001 PER SHARE 2021-03-03 M 67,118 a $17.79 314,824 direct
COMMON STOCK, PAR VALUE $0.0001 PER SHARE 2021-03-03 M 6,464 a $17.79 321,288 direct
COMMON STOCK, PAR VALUE $0.0001 PER SHARE 2021-03-03 M 3,056 a $10.91 324,344 direct
COMMON STOCK, PAR VALUE $0.0001 PER SHARE 2021-03-03 M 26,488 a $13.54 350,832 direct
COMMON STOCK, PAR VALUE $0.0001 PER SHARE 2021-03-03 M 26,486 a $13.54 377,318 direct
COMMON STOCK, PAR VALUE $0.0001 PER SHARE 2021-03-03 M 26,486 a $13.54 403,804 direct
COMMON STOCK, PAR VALUE $0.0001 PER SHARE 2021-03-03 M 16,632 a $13.54 420,436 direct
COMMON STOCK, PAR VALUE $0.0001 PER SHARE 2021-03-03 M 3,056 a $10.91 423,492 direct
COMMON STOCK, PAR VALUE $0.0001 PER SHARE 2021-03-03 M 26,486 a $13.54 449,978 direct
COMMON STOCK, PAR VALUE $0.0001 PER SHARE 2021-03-03 M 26,486 a $13.54 476,464 direct
COMMON STOCK, PAR VALUE $0.0001 PER SHARE 2021-03-03 S 290,288 d $27.29 186,176 direct
COMMON STOCK, PAR VALUE $0.0001 PER SHARE 2021-03-03 S 72,176 d $27.42 114,000 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 14.52 2021-03-03 deemed execution date M 2,708 (d) common stock 2,708 $14.52 0 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 19.86 2021-03-03 deemed execution date M 11,868 (d) common stock 11,868 $19.86 0 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 21.52 2021-03-03 deemed execution date M 20,832 (d) common stock 20,832 $21.52 0 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 21.52 2021-03-03 deemed execution date M 3,537 (d) common stock 3,537 $21.52 0 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 17.86 2021-03-03 deemed execution date M 22,585 (d) common stock 22,585 $17.86 0 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 17.79 2021-03-03 deemed execution date M 67,118 (d) common stock 67,118 $17.79 0 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 17.79 2021-03-03 deemed execution date M 6,464 (d) common stock 6,464 $17.79 0 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 10.91 2021-03-03 deemed execution date M 3,056 (d) common stock 3,056 $10.91 0 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 13.54 2021-03-03 deemed execution date M 26,488 (d) common stock 26,488 $13.54 0 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 13.54 2021-03-03 deemed execution date M 26,486 (d) common stock 26,486 $13.54 0 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 13.54 2021-03-03 deemed execution date M 26,486 (d) common stock 26,486 $13.54 0 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 13.54 2021-03-03 deemed execution date M 16,632 (d) common stock 16,632 $13.54 0 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 10.91 2021-03-03 deemed execution date M 3,056 (d) common stock 3,056 $10.91 0 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 13.54 2021-03-03 deemed execution date M 26,486 (d) common stock 26,486 $13.54 0 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 13.54 2021-03-03 deemed execution date M 26,486 (d) common stock 26,486 $13.54 0 direct
PERFORMANCE STOCK UNITS 0.0 2021-03-03 deemed execution date A 38,603 (a) common stock 38,603 $0.00 38,603 direct
RESTRICTED STOCK UNITS 0.0 2021-03-03 deemed execution date A 25,735 (a) common stock 25,735 $0.00 254,394 direct
Footnotes
IDfootnote
f1 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $27.04 to $27.88, inclusive. the reporting person undertakes to provide to willscot mobile mini holdings corp., any security holder of willscot mobile mini holdings corp., or the staff of the securities and exchange commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (1) to this form 4.
f2 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $27.05 to $27.88, inclusive. the reporting person undertakes to provide to willscot mobile mini holdings corp., any security holder of willscot mobile mini holdings corp., or the staff of the securities and exchange commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this form 4.
f3 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.
f4 each performance-based restricted stock unit ("psu") represents a contingent right to receive upon vesting one share of common stock of the issuer, par value $0.0001 per share, or its cash equivalent.
f5 each time-based restricted stock unit ("rsu") represents a contingent right to receive upon vesting one share of common stock of the issuer, par value $0.0001 per share, or its cash equivalent.
f6 on march 3, 2021, the reporting person was granted (i) 38,603 psus 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 russell 3000 index at the grant date over the performance of three years 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 restricted stock unit agreement entered into between the issuer and the reporting person.
f7 on march 3, 2021, the reporting person was granted (ii) 25,735 rsus which vest in four equal installments on each of the first four anniversaries of the grant date subject to the terms and conditions of the previously disclosed plan and the restricted stock unit agreement entered into between the issuer and the reporting person.

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