TDR Capital II Form 4 WillScot / MANJIT DALE ownership change

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^*

Sapphire Holding S.a r.l.

(Last) (First) (Middle)

C/O TDR CAPITAL LLP

20 BENTINCK STREET

(Street)

LONDON X0 W1U 2EU

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WillScot Corp [ WSC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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
Class A common stock, par value $0.0001 per share	03/20/2018		A		7,380(1)	A	$0	46,382,531	I(2)(3)	See Footnotes(2)(3)

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

1. Name and Address of Reporting Person^*

Sapphire Holding S.a r.l.

(Last) (First) (Middle)

C/O TDR CAPITAL LLP

20 BENTINCK STREET

(Street)

LONDON X0 W1U 2EU

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TDR Capital II Holdings L.P.

(Last) (First) (Middle)

C/O TDR CAPITAL LLP

20 BENTINCK STREET

(Street)

LONDON X0 W1U 2EU

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TDR Capital LLP

(Last) (First) (Middle)

C/O TDR CAPITAL LLP

20 BENTINCK STREET

(Street)

LONDON X0 W1U 2EU

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DALE MANJIT

(Last) (First) (Middle)

C/O TDR CAPITAL LLP

20 BENTINCK STREET

(Street)

LONDON X0 W1U 2EU

(City) (State) (Zip)

Explanation of Responses:

1. Restricted stock granted to Stephen Robertson and Gary Lindsay pursuant to the WillScot Corporation 2017 Incentive Award Plan and Restricted Stock Award Agreement between the Issuer and each of Mr. Robertson and Mr. Lindsay Mr. Rosen dated as of March 20, 2018. These shares comprise part of the Issuer's annual compensation program for non-executive directors and, subject to the terms and conditions of such plan and award agreement, the restrictions on these shares lapse in full one year from the grant date. Immediately following the grant of the restricted stock, Mr. Robertson and Mr. Lindsay transferred the restricted stock to Sapphire Holding S.a r.l which holds all stock and options in WillScot Corporation on behalf of TDR Capital II Holdings LP, the investment fund managed by TDR Capital LLP.

2. As sole shareholder of Sapphire Holding S.a r.l., TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Class A Common Stock held by Sapphire Holding S.a r.l. As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owner of such shares of Class A Common Stock held by Sapphire Holding S.a r.l. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of Class A Common Stock held by Sapphire Holding S.a r.l. Each of TDR Capital II Holdings L.P., TDR Capital LLP, Stephen Robertson and Manjit Dale (the "Reporting Persons") may be deemed to be the beneficial owner of all or a portion of the securities reported herein.

3. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer, except to the extent of his pecuniary interest therein. The filing of this report shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or otherwise, the Reporting Persons are the beneficial owners of any of the securities reported herein.

Remarks:

Stephen Robertson, as a director of the Issuer, is filing a separate Form 4 disclosing his beneficial ownership interest in the Class A Common Stock, which was submitted on the Securities and Exchange Commission's EDGAR system on or about the date hereof.

	/s/ Emma Gilks as Attorney-in-Fact on behalf of Sapphire Holding S.a r.l.	03/22/2018
	/s/ Emma Gilks as Attorney-in-Fact on behalf of TDR Capital II Holdings L.P.	03/22/2018
	/s/ Emma Gilks as Attorney-in-Fact on behalf of TDR Capital LLP	03/22/2018
	/s/ Emma Gilks as Attorney-in-Fact on behalf of Manjit Dale	03/22/2018
	** Signature of Reporting Person	Date
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