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Form 4 WillScot Mobile Mini For: Mar 20 Filed by: Soultz Bradley Lee

March 23, 2021 8:34 PM
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
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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).
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)
03/20/2021
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
Common stock, par value $0.0001 per share 03/20/2021 M 69,265 A (1) 225,863 D
Common stock, par value $0.0001 per share 03/20/2021 F 30,789 (2) D $ 26.82 195,074 D
Common stock, par value $0.0001 per share 03/21/2021 M 25,235 A (1) 220,309 D
Common stock, par value $0.0001 per share 03/21/2021 F 11,217 (2) D $ 26.82 209,092 D
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
Restricted Stock Units (3) 03/20/2021 M 69,265 (4) (4) Common Stock 69,265 $ 0 273,885 D
Restricted Stock Units (3) 03/21/2021 M 25,235 (5) (5) Common Stock 25,235 $ 0 248,650 D
Explanation of Responses:
1. Represents common stock received upon the vesting of previously issued time-based restricted stock units ("RSUs"). The vesting of the RSUs is reported below in Table II.
2. Shares withheld to satisfy tax obligations upon the receipt of common stock in connection with the vesting of RSUs reported below in Table II.
3. Each 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.
4. Represents the annual vesting of RSUs originally granted on March 20, 2018. The Reporting Person was granted 277,059 RSUs on March 20, 2018 which vest annually in four equal installments (1/4 per year) on March 20 of each year beginning in 2019 subject to the terms and conditions of the previously disclosed WillScot Corporation 2017 Incentive Award Plan (the "2017 Plan") and the Restricted Stock Unit Award Agreement entered into between the Issuer and the Reporting Person.
5. Represents the annual vesting of RSUs originally granted on March 21, 2019. The Reporting Person was granted 100,941 RSUs on March 21, 2019 which vest annually in four equal installments (1/4 per year) on March 21 of each year beginning in 2020 subject to the terms and conditions of the 2017 Plan and the Restricted Stock Unit Award Agreement entered into between the Issuer and the Reporting Person.
/s/ Christopher J. Miner as Attorney-in-Fact 03/23/2021
** 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).
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