SEC Form 4
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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol MOBILE MINI INC [ MINI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 07/01/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 $0.01 Par Value | 07/01/2020 | D(1) | 95,741(2) | D | (3) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Employee Stock Option (right to buy) | $34.9 | 07/01/2020 | D | 1,126 | (4) | 07/24/2023 | Common Stock | 1,126 | (4)(5) | 0 | D | ||||
Employee Stock Option (right to buy) | $41.52 | 07/01/2020 | D | 4,935 | (6) | 02/18/2024 | Common Stock | 4,935 | (5)(6) | 0 | D | ||||
Employee Stock Option (right to buy) | $51.74 | 07/01/2020 | D | 10,133 | (7) | 05/02/2024 | Common Stock | 10,133 | (5)(7) | 0 | D | ||||
Employee Stock Option (right to buy) | $42.95 | 07/01/2020 | D | 9,391 | (8) | 08/01/2024 | Common Stock | 9,391 | (5)(8) | 0 | D | ||||
Employee Stock Option (right to buy) | $42.78 | 07/01/2020 | D | 30,596 | (9) | 01/22/2025 | Common Stock | 30,596 | (5)(9) | 0 | D | ||||
Employee Stock Option (right to buy) | $26.23 | 07/01/2020 | D | 1,271 | (10) | 01/20/2026 | Common Stock | 1,271 | (5)(10) | 0 | D | ||||
Employee Stock Option (right to buy) | $26.23 | 07/01/2020 | D | 19,004 | (11) | 01/20/2026 | Common Stock | 19,004 | (5)(11) | 0 | D | ||||
Employee Stock Option (right to buy) | $26.23 | 07/01/2020 | D | 20,275 | (12) | 01/20/2026 | Common Stock | 20,275 | (5)(12) | 0 | D | ||||
Employee Stock Option (right to buy) | $32.55 | 07/01/2020 | D | 11,014 | (13) | 02/01/2027 | Common Stock | 11,014 | (5)(13) | 0 | D | ||||
Employee Stock Option (right to buy) | $32.55 | 07/01/2020 | D | 22,026 | (14) | 02/01/2027 | Common Stock | 22,026 | (5)(14) | 0 | D | ||||
Employee Stock Option (right to buy) | $32.55 | 07/01/2020 | D | 6,916 | (15) | 02/01/2027 | Common Stock | 6,916 | (5)(15) | 0 | D | ||||
Employee Stock Option (right to buy) | $32.55 | 07/01/2020 | D | 11,013 | (16) | 02/01/2027 | Common Stock | 11,013 | (5)(16) | 0 | D | ||||
Employee Stock Option (right to buy) | $32.55 | 07/01/2020 | D | 11,013 | (16) | 01/28/2030 | Common Stock | 11,013 | (5)(16) | 0 | D |
Explanation of Responses: |
1. Disposed of as a result of merger pursuant to the previously announced Agreement and Plan of Merger, dated as of March 1, 2020 which, as it may be amended from time to time, we refer to as the Merger Agreement, by and among Willscot Corporation, Picasso Merger Sub, Inc. and Mobile Mini, Inc. |
2. The amount of shares being disposed of takes into account the accelerated awards pursuant to the Merger Agreement and the related shares traded for tax purposes, which have not been reported on a previous filing. |
3. Each share of common stock was cancelled pursuant to the Merger Agreement in exchange for the right to receive the consideration provided in the Merger Agreement (i.e., 2.4050 fully paid and nonassessable shares of WillScot Corporation Class A Common Stock for each such share, subject to applicable tax withholding and with cash payable in lieu of any fractional shares). |
4. The stock option is fully vested, of which 1,126 shares remained unexercised. |
5. Pursuant to the Merger Agreement, each unexercised stock option was disposed of in exchange for stock options to acquire a number of shares of WillScot Class A Common Stock equal to the product of the number of shares subject to such stock option immediately prior to the effective time of the merger multiplied by 2.4050, rounded down to the nearest whole share, and the exercise price will equal the quotient of the exercise price per share of Mobile Mini Common Stock at which such stock option was exercisable immediately prior to the effective time of the merger, divided by 2.4050, rounded up to the nearest whole cent. No additional consideration was received in connection with the disposition of the securities. |
6. The stock option is fully vested, of which 4,935 shares remained unexercised. |
7. The stock option is fully vested, of which 10,133 shares remained unexercised. |
8. The stock option is fully vested, of which 9,391 shares remained unexercised. |
9. The stock option is fully vested, of which 30,596 shares remained unexercised. |
10. The stock option provided for vesting in three equal installments beginning January 20, 2017, of which 1,271 shares remained unexercised. |
11. The stock option provided for vesting in three equal installments beginning January 20, 2017, of which 19,004 shares remained unexercised. |
12. The stock option provided for vesting in three equal installments beginning January 20, 2017, of which 20,275 shares remained unexercised. |
13. The stock option provided for vesting in three equal installments beginning February 28, 2018, of which 11,014 shares remained unexercised. |
14. The stock option provided for vesting in three equal installments beginning February 28, 2018, of which 22,026 shares remained unexercised. |
15. The stock option provided for vesting in three equal installments beginning February 28, 2018, of which 6,916 shares remained unexercised. |
16. The stock option provided for vesting in three equal installments beginning February 28, 2018, of which 11,013 shares remained unexercised. |
Remarks: |
/s/ Christopher J. Miner, attorney-in-fact | 07/02/2020 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |