Bradley Soultz - 14 Nov 2024 Form 4 Insider Report for WillScot Holdings Corp (WSC)

Signature
/s/ Hezron T. Lopez as Attorney-in-Fact
Issuer symbol
WSC
Transactions as of
14 Nov 2024
Net transactions value
+$177,037
Form type
4
Filing time
14 Nov 2024, 19:35:22 UTC
Previous filing
05 Nov 2024
Next filing
05 Dec 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WSC Common Stock Purchase $177,037 +5,000 +3.6% $35.41 144,686 14 Nov 2024 Direct F1
transaction WSC Common Stock Other $0 -5,000 -3.5% $0.000000 139,686 14 Nov 2024 Direct F2
transaction WSC Common Stock Other $0 +5,000 +2.9% $0.000000 179,225 14 Nov 2024 By Ellen M. Soultz Irrevocable Trust F2
holding WSC Common Stock 406,376 14 Nov 2024 By Bradley L. Soultz Irrevocable Trust

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding WSC Performance Stock Units 528,078 14 Nov 2024 Common Stock 528,078 Direct F3, F4
holding WSC Restricted Stock Units 82,111 14 Nov 2024 Common Stock 82,111 Direct F5, F6
holding WSC Stock Options (right to buy) 408,497 14 Nov 2024 Common Stock 408,497 $13.60 By Ellen M Soultz Irrevocable Trust F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $35.400 to $35.415. The Reporting Person undertakes to provide to WillScot Holdings Corporation, any security holder of WillScot Holdings Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range in this footnote (1) to this Form 4.
F2 The Reporting Person transferred 5,000 shares of common stock to the Ellen M. Soultz Irrevocable Trust, for no consideration. This transfer reflects only a change in the form of beneficial ownership of the reporting person without changing the reporting person's pecuniary interest in such shares, and the transfer is exempt from reporting under Rule 16a-13 under the Securities and Exchange Act of 1934, as amended. Following the transfer, the Reporting Person held 139,686 shares directly.
F3 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.
F4 The Reporting Person was granted 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"). Portions of the PSUs vest 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 a specified measurement period, subject to the terms and conditions of the WillScot Mobile Mini Holdings Corp. 2020 Incentive Award Plan (the "Plan") and the Performance-Based RSU Agreement.
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 The Reporting Person was granted RSUs pursuant to an Amended and Restated Employment Agreement, by and between the Issuer and the Reporting Person dated as of September 7, 2021. The RSUs vested 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.
F7 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 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 vested 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.
F8 The Reporting Person made a transfer to an irrevocable trust, of which immediate family members of the Reporting Person are the sole trustees.