Mobile Mini (MINI) Form 4 MOBILE MINI / Van A Welch 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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X

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^*

Welch Van A

(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
MOBILE MINI INC [ MINI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President & CFO

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)

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 $0.01 Par Value	07/01/2020		D(1)		43,203(2)	D	(3)	0	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
Employee Stock Option (right to buy)	$30.25	07/01/2020		D			16,394	(4)	08/31/2027	Common Stock	16,394	(4)(5)	0	D
Employee Stock Option (right to buy)	$30.25	07/01/2020		D			3,431	(6)	08/31/2027	Common Stock	3,431	(5)(6)	0	D
Employee Stock Option (right to buy)	$30.25	07/01/2020		D			5,465	(7)	08/31/2027	Common Stock	5,465	(5)(8)	0	D
Employee Stock Option (right to buy)	$30.25	07/01/2020		D			5,464	(8)	01/28/2030	Common Stock	5,464	(5)(8)	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 provided for vesting in three equal installments beginning February 28, 2018, of which 16,394 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 provided for vesting in three equal installments beginning on February 28, 2018, of which 3,431 shares remained unexercised.

7. The stock option provided for vesting in three equal installments beginning on February 28, 2018, of which 5,465 shares remained unexercised.

8. The stock option provided for vesting in three equal installments beginning on February 28, 2018, of which 5,464 shares remained unexercised.

Remarks:

	/s/ Christopher J. Miner, attorney-in-fact	07/02/2020
	** Signature of Reporting Person	Date
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