TDR Capital II Holdings L.P.

SEC source: 0001104659-21-116391 · tm2127231-3_4seq1.xml · nonDerivative · entry 2

Sapphire Holding S.a r.l. · CIK 0001723829 · 10% owner

TDR Capital II Holdings L.P. · CIK 0001668140 · 10% owner

TDR Capital LLP · CIK 0001408159 · 10% owner

DALE MANJIT · CIK 0001113203 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

F2 · kind: On September 14, 2021, in connection with the closing of the Offering, Sapphire sold an aggregate of 2,379,839 shares of Common Stock to the Issuer pursuant to that certain Share Repurchase Agreement, dated September 6, 2021, by and between Sapphire and the Issuer, at a price of $28.20 per share.

F2 · shares: On September 14, 2021, in connection with the closing of the Offering, Sapphire sold an aggregate of 2,379,839 shares of Common Stock to the Issuer pursuant to that certain Share Repurchase Agreement, dated September 6, 2021, by and between Sapphire and the Issuer, at a price of $28.20 per share.

F3 · balance_after: This amount does not include 8,532 shares of Common Stock held by Sapphire. Those shares of Common Stock will be forfeited as they are subject to vesting conditions that will not be met.

F4 · ownership.direct: As sole shareholder of Sapphire, TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Common Stock held by Sapphire. As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. 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.

F5 · ownership.direct: 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.

F4 · ownership.nature: As sole shareholder of Sapphire, TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Common Stock held by Sapphire. As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. 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.

F5 · ownership.nature: 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.

SEC source: 0001104659-21-116391 · tm2127231-3_4seq1.xml · nonDerivative · entry 1

Sapphire Holding S.a r.l. · CIK 0001723829 · 10% owner

TDR Capital II Holdings L.P. · CIK 0001668140 · 10% owner

TDR Capital LLP · CIK 0001408159 · 10% owner

DALE MANJIT · CIK 0001113203 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 2,379,839

F1 · kind: On September 14, 2021, Sapphire Holding S.a r.l. ("Sapphire") sold an aggregate of 21,410,019 shares of common stock, par value $0.0001 per share (the "Common Stock"), of WillScot Mobile Mini Holdings Corp. (the "Issuer") in a registered underwritten public offering (the "Offering") pursuant to that certain Underwriting Agreement, dated as of September 9, 2021 (the "Underwriting Agreement"), among the Issuer, Sapphire and Morgan Stanley & Co. LLC (the "Underwriter"). The price to the public in the Offering was $28.50 per share. The per share sale price reported in this Form 4 reflects underwriting discounts.

F1 · shares: On September 14, 2021, Sapphire Holding S.a r.l. ("Sapphire") sold an aggregate of 21,410,019 shares of common stock, par value $0.0001 per share (the "Common Stock"), of WillScot Mobile Mini Holdings Corp. (the "Issuer") in a registered underwritten public offering (the "Offering") pursuant to that certain Underwriting Agreement, dated as of September 9, 2021 (the "Underwriting Agreement"), among the Issuer, Sapphire and Morgan Stanley & Co. LLC (the "Underwriter"). The price to the public in the Offering was $28.50 per share. The per share sale price reported in this Form 4 reflects underwriting discounts.

F3 · balance_after: This amount does not include 8,532 shares of Common Stock held by Sapphire. Those shares of Common Stock will be forfeited as they are subject to vesting conditions that will not be met.

F4 · ownership.direct: As sole shareholder of Sapphire, TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Common Stock held by Sapphire. As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. 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.

F5 · ownership.direct: 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.

F4 · ownership.nature: As sole shareholder of Sapphire, TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Common Stock held by Sapphire. As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. 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.

F5 · ownership.nature: 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.

SEC source: 0001104659-21-089362 · tm2121534-2_4seq1.xml · nonDerivative · entry 1

Sapphire Holding S.a r.l. · CIK 0001723829 · 10% owner

TDR Capital II Holdings L.P. · CIK 0001668140 · 10% owner

TDR Capital LLP · CIK 0001408159 · 10% owner

DALE MANJIT · CIK 0001113203 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 23,798,390

F1 · kind: On June 29, 2021, Morgan Stanley & Co. LLC ("Morgan Stanley") exercised an overallotment option to purchase 2,100,000 shares of common stock, par value $0.0001 per share (the "Common Stock"), of WillScot Mobile Mini Holdings Corp. (the "Issuer"), from Sapphire Holding S.a r.l. ("Sapphire"), pursuant to that Underwriting Agreement, dated as of June 22, 2021 (the "Underwriting Agreement"), among the Issuer, Sapphire and Morgan Stanley.

F1 · shares: On June 29, 2021, Morgan Stanley & Co. LLC ("Morgan Stanley") exercised an overallotment option to purchase 2,100,000 shares of common stock, par value $0.0001 per share (the "Common Stock"), of WillScot Mobile Mini Holdings Corp. (the "Issuer"), from Sapphire Holding S.a r.l. ("Sapphire"), pursuant to that Underwriting Agreement, dated as of June 22, 2021 (the "Underwriting Agreement"), among the Issuer, Sapphire and Morgan Stanley.

F2 · ownership.direct: As sole shareholder of Sapphire, TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Common Stock held by Sapphire. As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. 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.

F3 · ownership.direct: 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.

F2 · ownership.nature: As sole shareholder of Sapphire, TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Common Stock held by Sapphire. As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. 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.

F3 · ownership.nature: 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.

SEC source: 0001104659-21-086316 · tm2120842-2_4seq1.xml · nonDerivative · entry 2

Sapphire Holding S.a r.l. · CIK 0001723829 · 10% owner

TDR Capital II Holdings L.P. · CIK 0001668140 · 10% owner

TDR Capital LLP · CIK 0001408159 · 10% owner

DALE MANJIT · CIK 0001113203 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 25,898,390

F2 · kind: On June 25, 2021, in connection with the closing of the Offering, Sapphire sold an aggregate of 3,900,000 shares of Common Stock to the Issuer pursuant to that certain Share Repurchase Agreement, dated June 15, 2021, by and between Sapphire and the Issuer, at a price of $27.75 per share.

F2 · shares: On June 25, 2021, in connection with the closing of the Offering, Sapphire sold an aggregate of 3,900,000 shares of Common Stock to the Issuer pursuant to that certain Share Repurchase Agreement, dated June 15, 2021, by and between Sapphire and the Issuer, at a price of $27.75 per share.

F3 · ownership.direct: As sole shareholder of Sapphire, TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Common Stock held by Sapphire. As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. 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.

F4 · ownership.direct: 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.

F3 · ownership.nature: As sole shareholder of Sapphire, TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Common Stock held by Sapphire. As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. 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.

F4 · ownership.nature: 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.

SEC source: 0001104659-21-086316 · tm2120842-2_4seq1.xml · nonDerivative · entry 1

Sapphire Holding S.a r.l. · CIK 0001723829 · 10% owner

TDR Capital II Holdings L.P. · CIK 0001668140 · 10% owner

TDR Capital LLP · CIK 0001408159 · 10% owner

DALE MANJIT · CIK 0001113203 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 29,798,390

F1 · kind: On June 25, 2021, Sapphire Holding S.a r.l. ("Sapphire") sold an aggregate of 14,000,000 shares of common stock, par value $0.0001 per share (the "Common Stock"), of WillScot Mobile Mini Holdings Corp. (the "Issuer") in a registered underwritten public offering (the "Offering") pursuant to that certain Underwriting Agreement, dated as of June 22, 2021 (the "Underwriting Agreement"), among the Issuer, Sapphire and Morgan Stanley & Co. LLC (the "Underwriter"). The price to the public in the Offering was $27.95 per share. The per share sale price reported in this Form 4 reflects underwriting discounts.

F1 · shares: On June 25, 2021, Sapphire Holding S.a r.l. ("Sapphire") sold an aggregate of 14,000,000 shares of common stock, par value $0.0001 per share (the "Common Stock"), of WillScot Mobile Mini Holdings Corp. (the "Issuer") in a registered underwritten public offering (the "Offering") pursuant to that certain Underwriting Agreement, dated as of June 22, 2021 (the "Underwriting Agreement"), among the Issuer, Sapphire and Morgan Stanley & Co. LLC (the "Underwriter"). The price to the public in the Offering was $27.95 per share. The per share sale price reported in this Form 4 reflects underwriting discounts.

F3 · ownership.direct: As sole shareholder of Sapphire, TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Common Stock held by Sapphire. As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. 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.

F4 · ownership.direct: 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.

F3 · ownership.nature: As sole shareholder of Sapphire, TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Common Stock held by Sapphire. As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. 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.

F4 · ownership.nature: 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.

SEC source: 0001104659-21-081359 · tm2118885-2_4seq1.xml · nonDerivative · entry 1

Sapphire Holding S.a r.l. · CIK 0001723829 · 10% owner

TDR Capital II Holdings L.P. · CIK 0001668140 · 10% owner

TDR Capital LLP · CIK 0001408159 · 10% owner

DALE MANJIT · CIK 0001113203 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 43,798,390

F1 · shares: Restricted stock granted pursuant to the WillScot Mobile Mini Holdings Corp. 2020 Incentive Award Plan and Restricted Stock Award Agreements between the Issuer and each of Mr. Robertson and Mr. Lindsay, individually. 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 Mobile Mini Holdings Corp. on behalf of TDR Capital II Holdings LP, the investment fund managed by TDR Capital LLP.

F2 · ownership.direct: As sole shareholder of Sapphire, TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Common Stock held by Sapphire. As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. 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.

F3 · ownership.direct: 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.

F2 · ownership.nature: As sole shareholder of Sapphire, TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Common Stock held by Sapphire. As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. 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.

F3 · ownership.nature: 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.

SEC source: 0001104659-21-068364 · tm2116665-1_4seq1.xml · derivative · entry 3

Sapphire Holding S.a r.l. · CIK 0001723829 · 10% owner

TDR Capital II Holdings L.P. · CIK 0001668140 · 10% owner

TDR Capital LLP · CIK 0001408159 · 10% owner

DALE MANJIT · CIK 0001113203 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Common stock, par value $0.0001 per share · 2,425,000 shares

Expires not disclosed

F4 · derivative.exercise_date: The Private Placement Warrants became exercisable on December 29, 2017 and expire at 5pm, New York City time, on November 29, 2022, or earlier upon redemption or liquidation.

F4 · derivative.expiration_date: The Private Placement Warrants became exercisable on December 29, 2017 and expire at 5pm, New York City time, on November 29, 2022, or earlier upon redemption or liquidation.

F2 · ownership.direct: As sole shareholder of Sapphire, TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Common Stock held by Sapphire. As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. 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.

F3 · ownership.direct: 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.

F2 · ownership.nature: As sole shareholder of Sapphire, TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Common Stock held by Sapphire. As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. 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.

F3 · ownership.nature: 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.

SEC source: 0001104659-21-068364 · tm2116665-1_4seq1.xml · nonDerivative · entry 2

Sapphire Holding S.a r.l. · CIK 0001723829 · 10% owner

TDR Capital II Holdings L.P. · CIK 0001668140 · 10% owner

TDR Capital LLP · CIK 0001408159 · 10% owner

DALE MANJIT · CIK 0001113203 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 43,789,858

F1 · kind: Pursuant to the Warrant Agreement dated as of September 10, 2015, on May 12, 2021, Sapphire Holding S.a.r.l ("Sapphire") exercised warrants to purchase 2,425,000 shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), for $11.50 per share. Sapphire paid the exercise price on a cashless basis, resulting in the Issuer withholding 948,200 shares of Common Stock otherwise issuable by exercise of the warrant to pay the exercise price, and issuing to Sapphire the remaining 1,476,800 shares of Common Stock.

F1 · shares: Pursuant to the Warrant Agreement dated as of September 10, 2015, on May 12, 2021, Sapphire Holding S.a.r.l ("Sapphire") exercised warrants to purchase 2,425,000 shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), for $11.50 per share. Sapphire paid the exercise price on a cashless basis, resulting in the Issuer withholding 948,200 shares of Common Stock otherwise issuable by exercise of the warrant to pay the exercise price, and issuing to Sapphire the remaining 1,476,800 shares of Common Stock.

F2 · ownership.direct: As sole shareholder of Sapphire, TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Common Stock held by Sapphire. As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. 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.

F3 · ownership.direct: 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.

F2 · ownership.nature: As sole shareholder of Sapphire, TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Common Stock held by Sapphire. As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. 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.

F3 · ownership.nature: 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.

SEC source: 0001104659-21-068364 · tm2116665-1_4seq1.xml · nonDerivative · entry 1

Sapphire Holding S.a r.l. · CIK 0001723829 · 10% owner

TDR Capital II Holdings L.P. · CIK 0001668140 · 10% owner

TDR Capital LLP · CIK 0001408159 · 10% owner

DALE MANJIT · CIK 0001113203 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 44,738,058

F2 · ownership.direct: As sole shareholder of Sapphire, TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Common Stock held by Sapphire. As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. 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.

F3 · ownership.direct: 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.

F2 · ownership.nature: As sole shareholder of Sapphire, TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Common Stock held by Sapphire. As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. 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.

F3 · ownership.nature: 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.

SEC source: 0001104659-21-033419 · tm218865-7_4seq1.xml · nonDerivative · entry 2

Sapphire Holding S.a r.l. · CIK 0001723829 · 10% owner

TDR Capital II Holdings L.P. · CIK 0001668140 · 10% owner

TDR Capital LLP · CIK 0001408159 · 10% owner

DALE MANJIT · CIK 0001113203 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 42,313,058

F2 · kind: On March 4, 2021, in connection with the closing of the Offering, Sapphire sold an aggregate of 2,750,000 shares of Common Stock to the Issuer pursuant to that certain Share Repurchase Agreement, dated February 28, 2021, by and between Sapphire and the Issuer, at a price of $26.785 per share.

F2 · shares: On March 4, 2021, in connection with the closing of the Offering, Sapphire sold an aggregate of 2,750,000 shares of Common Stock to the Issuer pursuant to that certain Share Repurchase Agreement, dated February 28, 2021, by and between Sapphire and the Issuer, at a price of $26.785 per share.

F3 · ownership.direct: As sole shareholder of Sapphire, TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Common Stock held by Sapphire. As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. 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.

F4 · ownership.direct: 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.

F3 · ownership.nature: As sole shareholder of Sapphire, TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Common Stock held by Sapphire. As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. 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.

F4 · ownership.nature: 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.

SEC source: 0001104659-21-033419 · tm218865-7_4seq1.xml · nonDerivative · entry 1

Sapphire Holding S.a r.l. · CIK 0001723829 · 10% owner

TDR Capital II Holdings L.P. · CIK 0001668140 · 10% owner

TDR Capital LLP · CIK 0001408159 · 10% owner

DALE MANJIT · CIK 0001113203 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 45,063,058

F1 · kind: On March 4, 2021, Sapphire Holding S.a r.l. ("Sapphire") sold an aggregate of 12,750,000 shares of common stock, par value $0.0001 per share (the "Common Stock"), of WillScot Mobile Mini Holdings Corp. (the "Issuer") in a registered underwritten public offering (the "Offering") pursuant to that certain Underwriting Agreement, dated as of March 1, 2021 (the "Underwriting Agreement"), among the Issuer, Sapphire and Morgan Stanley & Co. LLC (the "Underwriter"). Pursuant to the Underwriting Agreement, Sapphire also granted the Underwriter the option, exercisable within 30 days, to purchase an additional 1,912,500 shares of Common Stock, which the Underwriter exercised in full on March 4, 2021. The price to the public in the Offering was $27.20 per share. The per share sale price reported in this Form 4 reflects underwriting discounts.

F1 · shares: On March 4, 2021, Sapphire Holding S.a r.l. ("Sapphire") sold an aggregate of 12,750,000 shares of common stock, par value $0.0001 per share (the "Common Stock"), of WillScot Mobile Mini Holdings Corp. (the "Issuer") in a registered underwritten public offering (the "Offering") pursuant to that certain Underwriting Agreement, dated as of March 1, 2021 (the "Underwriting Agreement"), among the Issuer, Sapphire and Morgan Stanley & Co. LLC (the "Underwriter"). Pursuant to the Underwriting Agreement, Sapphire also granted the Underwriter the option, exercisable within 30 days, to purchase an additional 1,912,500 shares of Common Stock, which the Underwriter exercised in full on March 4, 2021. The price to the public in the Offering was $27.20 per share. The per share sale price reported in this Form 4 reflects underwriting discounts.

F3 · ownership.direct: As sole shareholder of Sapphire, TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Common Stock held by Sapphire. As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. 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.

F4 · ownership.direct: 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.

F3 · ownership.nature: As sole shareholder of Sapphire, TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Common Stock held by Sapphire. As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. 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.

F4 · ownership.nature: 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.

SEC source: 0001104659-20-079229 · a4.xml · derivative · entry 2

Sapphire Holding S.a r.l. · CIK 0001723829 · 10% owner

TDR Capital II Holdings L.P. · CIK 0001668140 · 10% owner

TDR Capital LLP · CIK 0001408159 · 10% owner

DALE MANJIT · CIK 0001113203 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A common stock, par value $0.0001 per share, of Issuer · 10,641,182 shares

Expires 2022-11-29

F1 · derivative.exercise_price: As contemplated by the previously disclosed Agreement and Plan of Merger by and among the Issuer, Mobile Mini, Inc. and Picasso Merger Sub, Inc., Sapphire Holding S.a r.l ("Sapphire") exchanged each of its shares of common stock, par value $0.0001, of Williams Scotsman Holdings Corp. ("WSHC") pursuant to that certain existing exchange agreement (the "Exchage Agreement"), by and between the Issuer and Sapphire Holdings, for 1.3261 shares of newly issued Class A common stock, par value $0.0001 per share, of the Issuer.

F1 · kind: As contemplated by the previously disclosed Agreement and Plan of Merger by and among the Issuer, Mobile Mini, Inc. and Picasso Merger Sub, Inc., Sapphire Holding S.a r.l ("Sapphire") exchanged each of its shares of common stock, par value $0.0001, of Williams Scotsman Holdings Corp. ("WSHC") pursuant to that certain existing exchange agreement (the "Exchage Agreement"), by and between the Issuer and Sapphire Holdings, for 1.3261 shares of newly issued Class A common stock, par value $0.0001 per share, of the Issuer.

F1 · price: As contemplated by the previously disclosed Agreement and Plan of Merger by and among the Issuer, Mobile Mini, Inc. and Picasso Merger Sub, Inc., Sapphire Holding S.a r.l ("Sapphire") exchanged each of its shares of common stock, par value $0.0001, of Williams Scotsman Holdings Corp. ("WSHC") pursuant to that certain existing exchange agreement (the "Exchage Agreement"), by and between the Issuer and Sapphire Holdings, for 1.3261 shares of newly issued Class A common stock, par value $0.0001 per share, of the Issuer.

SEC source: 0001104659-20-079229 · a4.xml · nonDerivative · entry 1

Sapphire Holding S.a r.l. · CIK 0001723829 · 10% owner

TDR Capital II Holdings L.P. · CIK 0001668140 · 10% owner

TDR Capital LLP · CIK 0001408159 · 10% owner

DALE MANJIT · CIK 0001113203 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 59,725,558

F1 · kind: As contemplated by the previously disclosed Agreement and Plan of Merger by and among the Issuer, Mobile Mini, Inc. and Picasso Merger Sub, Inc., Sapphire Holding S.a r.l ("Sapphire") exchanged each of its shares of common stock, par value $0.0001, of Williams Scotsman Holdings Corp. ("WSHC") pursuant to that certain existing exchange agreement (the "Exchage Agreement"), by and between the Issuer and Sapphire Holdings, for 1.3261 shares of newly issued Class A common stock, par value $0.0001 per share, of the Issuer.

F1 · shares: As contemplated by the previously disclosed Agreement and Plan of Merger by and among the Issuer, Mobile Mini, Inc. and Picasso Merger Sub, Inc., Sapphire Holding S.a r.l ("Sapphire") exchanged each of its shares of common stock, par value $0.0001, of Williams Scotsman Holdings Corp. ("WSHC") pursuant to that certain existing exchange agreement (the "Exchage Agreement"), by and between the Issuer and Sapphire Holdings, for 1.3261 shares of newly issued Class A common stock, par value $0.0001 per share, of the Issuer.

F1 · price: As contemplated by the previously disclosed Agreement and Plan of Merger by and among the Issuer, Mobile Mini, Inc. and Picasso Merger Sub, Inc., Sapphire Holding S.a r.l ("Sapphire") exchanged each of its shares of common stock, par value $0.0001, of Williams Scotsman Holdings Corp. ("WSHC") pursuant to that certain existing exchange agreement (the "Exchage Agreement"), by and between the Issuer and Sapphire Holdings, for 1.3261 shares of newly issued Class A common stock, par value $0.0001 per share, of the Issuer.

F2 · ownership.direct: As sole shareholder of Sapphire, 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.

F3 · ownership.direct: 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.

F2 · ownership.nature: As sole shareholder of Sapphire, 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.

F3 · ownership.nature: 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.

SEC source: 0001104659-20-060158 · a4.xml · nonDerivative · entry 1

Sapphire Holding S.a r.l. · CIK 0001723829 · 10% owner

TDR Capital II Holdings L.P. · CIK 0001668140 · 10% owner

TDR Capital LLP · CIK 0001408159 · 10% owner

DALE MANJIT · CIK 0001113203 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 49,084,376

F1 · shares: 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 dated as of May 11, 2020. 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.

F2 · ownership.direct: 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. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer, except to the extent of his pecuniary interest therein.

F3 · ownership.direct: 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.

F2 · ownership.nature: 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. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer, except to the extent of his pecuniary interest therein.

F3 · ownership.nature: 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.

SEC source: 0001104659-19-036770 · a4.xml · nonDerivative · entry 1

Sapphire Holding S.a r.l. · CIK 0001723829 · 10% owner

TDR Capital II Holdings L.P. · CIK 0001668140 · 10% owner

TDR Capital LLP · CIK 0001408159 · 10% owner

DALE MANJIT · CIK 0001113203 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 49,067,354

F1 · shares: 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 dated as of June 19, 2019. 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.

F2 · ownership.direct: 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. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer, except to the extent of his pecuniary interest therein.

F3 · ownership.direct: 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.

F2 · ownership.nature: 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. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer, except to the extent of his pecuniary interest therein.

F3 · ownership.nature: 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.

SEC source: 0001104659-18-054490 · a4.xml · nonDerivative · entry 1

Sapphire Holding S.a r.l. · CIK 0001723829 · 10% owner

TDR Capital II Holdings L.P. · CIK 0001668140 · 10% owner

TDR Capital LLP · CIK 0001408159 · 10% owner

DALE MANJIT · CIK 0001113203 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 49,053,740

F1 · shares: 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 August 28, 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.

F2 · balance_after: The amount of securities beneficially owned following the Reported Transaction does not include any shares of Class A Common Stock that underlie the 4,850,000 warrants held by Sapphire Holding S.a r.l., which are restricted pursuant to the terms of a previously disclosed earnout agreement.

F3 · ownership.direct: 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.

F4 · ownership.direct: 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.

F3 · ownership.nature: 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.

F4 · ownership.nature: 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.

SEC source: 0001104659-18-053357 · a4.xml · nonDerivative · entry 1

Sapphire Holding S.a r.l. · CIK 0001723829 · 10% owner

TDR Capital II Holdings L.P. · CIK 0001668140 · 10% owner

TDR Capital LLP · CIK 0001408159 · 10% owner

DALE MANJIT · CIK 0001113203 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 49,041,906

F1 · kind: The shares of Class A common stock of the Issuer, par value $0.0001 per share ("Class A Common Stock"), reported on this Form 4 were released from escrow to Sapphire Holding S.a r.l. pursuant to the terms of a previously disclosed earnout agreement (the "Earnout Agreement") that was entered into by and among the Issuer, Sapphire Holding S.a r.l., Double Eagle Acquisition LLC ("Sponsor") and Harry E. Sloan ("Sloan" and together with Sponsor, the "Founders") on November 29, 2017 in connection with the consummation of a certain business combination and other transactions. 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.

F2 · kind: 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. 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.

F1 · price: The shares of Class A common stock of the Issuer, par value $0.0001 per share ("Class A Common Stock"), reported on this Form 4 were released from escrow to Sapphire Holding S.a r.l. pursuant to the terms of a previously disclosed earnout agreement (the "Earnout Agreement") that was entered into by and among the Issuer, Sapphire Holding S.a r.l., Double Eagle Acquisition LLC ("Sponsor") and Harry E. Sloan ("Sloan" and together with Sponsor, the "Founders") on November 29, 2017 in connection with the consummation of a certain business combination and other transactions. 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.

F2 · price: 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. 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.

F3 · price: Pursuant to the terms of the Earnout Agreement, and as agreed among the parties thereto, an escrow release of shares of Class A Common Stock was triggered on August 1, 2018 by the closing price of the shares of Class A Common Stock on the Nasdaq Stock Market exceeding $15.00 per share for 20 out of 30 consecutive trading days. The release of the shares of Class A common Stock was effected on August 21, 2018 and deemed effective as of August 1, 2018.

F1 · ownership.direct: The shares of Class A common stock of the Issuer, par value $0.0001 per share ("Class A Common Stock"), reported on this Form 4 were released from escrow to Sapphire Holding S.a r.l. pursuant to the terms of a previously disclosed earnout agreement (the "Earnout Agreement") that was entered into by and among the Issuer, Sapphire Holding S.a r.l., Double Eagle Acquisition LLC ("Sponsor") and Harry E. Sloan ("Sloan" and together with Sponsor, the "Founders") on November 29, 2017 in connection with the consummation of a certain business combination and other transactions. 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.

F2 · ownership.direct: 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. 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.

SEC source: 0001104659-18-019649 · a4.xml · nonDerivative · entry 1

Sapphire Holding S.a r.l. · CIK 0001723829 · 10% owner

TDR Capital II Holdings L.P. · CIK 0001668140 · 10% owner

TDR Capital LLP · CIK 0001408159 · 10% owner

DALE MANJIT · CIK 0001113203 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 46,382,531

F1 · shares: 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.

F2 · ownership.direct: 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.

F3 · ownership.direct: 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.

F2 · ownership.nature: 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.

F3 · ownership.nature: 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.

SEC source: 0001104659-18-003606 · a4.xml · nonDerivative · entry 1

Sapphire Holding S.a r.l. · CIK 0001723829 · 10% owner

TDR Capital II Holdings L.P. · CIK 0001668140 · 10% owner

TDR Capital LLP · CIK 0001408159 · 10% owner

DALE MANJIT · CIK 0001113203 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 46,375,151

F1 · kind: The shares of Class A common stock of the Issuer, par value $0.0001 per share ("Class A Common Stock"), reported on this Form 4 were released from escrow to Sapphire Holding S.a r.l. pursuant to the terms of a previously disclosed earnout agreement (the "Earnout Agreement") that was entered into by and among the Issuer, Sapphire Holding S.a r.l., Double Eagle Acquisition LLC and Harry E. Sloan on November 29, 2017 in connection with the consummation of a certain business combination and other transactions. 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.

F2 · kind: 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. 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.

F1 · price: The shares of Class A common stock of the Issuer, par value $0.0001 per share ("Class A Common Stock"), reported on this Form 4 were released from escrow to Sapphire Holding S.a r.l. pursuant to the terms of a previously disclosed earnout agreement (the "Earnout Agreement") that was entered into by and among the Issuer, Sapphire Holding S.a r.l., Double Eagle Acquisition LLC and Harry E. Sloan on November 29, 2017 in connection with the consummation of a certain business combination and other transactions. 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.

F2 · price: 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. 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.

F3 · price: Pursuant to the terms of the Earnout Agreement, an escrow release of shares of Class A Common Stock was triggered on January 19, 2018 by the closing price of the shares of Class A Common Stock on the Nasdaq Stock Market exceeding $12.50 per share for 20 out of 30 trading days.

F1 · ownership.direct: The shares of Class A common stock of the Issuer, par value $0.0001 per share ("Class A Common Stock"), reported on this Form 4 were released from escrow to Sapphire Holding S.a r.l. pursuant to the terms of a previously disclosed earnout agreement (the "Earnout Agreement") that was entered into by and among the Issuer, Sapphire Holding S.a r.l., Double Eagle Acquisition LLC and Harry E. Sloan on November 29, 2017 in connection with the consummation of a certain business combination and other transactions. 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.

F2 · ownership.direct: 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. 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.

SEC source: 0001104659-17-072545 · a4a.xml · derivative · entry 1

Sapphire Holding S.a r.l. · CIK 0001723829 · 10% owner

TDR Capital II Holdings L.P. · CIK 0001668140 · 10% owner

TDR Capital LLP · CIK 0001408159 · 10% owner

DALE MANJIT · CIK 0001113203 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,024,419

Underlying: Issuer's Class A common stock, par value $0.0001 per share · 8,024,419 shares

Expires not disclosed

F1 · security: Williams Scotsman Holdings Corp. ("WSHC") is a direct subsidiary of the Issuer. On November 29, 2017, the Issuer consummated a business combination and certain other transactions (the "Business Combination") in which Algeco Scotsman Global S.a r.l. ("Algeco Global") and Algeco Scotsman Holdings Kft. ("Algeco Holdings" and together with Algeco Global, the "Sellers") received a total of 8,024,419 shares (the "WSHC Shares") of common stock, par value $0.0001 per share ("WSHC Common Stock"), of WSHC as partial consideration in the Business Combination. Immediately thereafter, Algeco Holdings transferred its portion of the WSHC Shares to Algeco Global and on December 6, 2017, Algeco Global transferred all of the WSHC Shares to Sapphire Holding S.a r.l. ("Sapphire Holding"). In connection with the Business Combination, Algeco Global, Algeco Holdings, the Issuer and WSHC entered into an exchange agreement dated November 29, 2017

F2 · security: (the "Exchange Agreement"), that provides the Sellers or a permitted transferee the right, but not the obligation, at any time within five years after November 29, 2017 to exchange all, but not less than all, of the WSHC Shares for newly-issued shares of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"). The number of shares of Class A Common Stock to be received upon such exchange of the WSHC Shares will be determined based on an exchange ratio to be agreed to, taking into account the average trading price of the Class A Common Stock over a 20 day trading period on the Nasdaq Stock Market, or another applicable national securities exchange, and the aggregate ownership percentage of the party seeking to make the exchange of the issued and outstanding

F3 · security: WSHC Common Stock at the time of the exchange, as adjusted to take into account any election by such party to exercise certain pre-emptive rights or the dilutive effect of certain other issuances of WSHC Common Stock which do not trigger such pre-emptive rights. In connection with its acquisition of the WSHC Shares, Sapphire Holding executed a joinder to the Exchange Agreement. The total number of shares of Class A Common Stock of the Issuer beneficially owned by the Reporting Person and reported on this Form 4 assumes the full exchange of the WSHC Shares for a corresponding number of shares of Class A Common Stock at an exchange ratio of 1:1 pursuant to the terms of the Exchange Agreement.

F4 · derivative.exercise_price: Assumes an exchange ratio of 1:1 for the WSHC Shares to the shares of the Issuer's Class A Common Stock.

F1 · shares: Williams Scotsman Holdings Corp. ("WSHC") is a direct subsidiary of the Issuer. On November 29, 2017, the Issuer consummated a business combination and certain other transactions (the "Business Combination") in which Algeco Scotsman Global S.a r.l. ("Algeco Global") and Algeco Scotsman Holdings Kft. ("Algeco Holdings" and together with Algeco Global, the "Sellers") received a total of 8,024,419 shares (the "WSHC Shares") of common stock, par value $0.0001 per share ("WSHC Common Stock"), of WSHC as partial consideration in the Business Combination. Immediately thereafter, Algeco Holdings transferred its portion of the WSHC Shares to Algeco Global and on December 6, 2017, Algeco Global transferred all of the WSHC Shares to Sapphire Holding S.a r.l. ("Sapphire Holding"). In connection with the Business Combination, Algeco Global, Algeco Holdings, the Issuer and WSHC entered into an exchange agreement dated November 29, 2017

F2 · shares: (the "Exchange Agreement"), that provides the Sellers or a permitted transferee the right, but not the obligation, at any time within five years after November 29, 2017 to exchange all, but not less than all, of the WSHC Shares for newly-issued shares of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"). The number of shares of Class A Common Stock to be received upon such exchange of the WSHC Shares will be determined based on an exchange ratio to be agreed to, taking into account the average trading price of the Class A Common Stock over a 20 day trading period on the Nasdaq Stock Market, or another applicable national securities exchange, and the aggregate ownership percentage of the party seeking to make the exchange of the issued and outstanding

F3 · shares: WSHC Common Stock at the time of the exchange, as adjusted to take into account any election by such party to exercise certain pre-emptive rights or the dilutive effect of certain other issuances of WSHC Common Stock which do not trigger such pre-emptive rights. In connection with its acquisition of the WSHC Shares, Sapphire Holding executed a joinder to the Exchange Agreement. The total number of shares of Class A Common Stock of the Issuer beneficially owned by the Reporting Person and reported on this Form 4 assumes the full exchange of the WSHC Shares for a corresponding number of shares of Class A Common Stock at an exchange ratio of 1:1 pursuant to the terms of the Exchange Agreement.

F4 · shares: Assumes an exchange ratio of 1:1 for the WSHC Shares to the shares of the Issuer's Class A Common Stock.

F6 · price: The WSHC Shares were issued to the Sellers as partial consideration for the Business Combination and deemed to have a total value of $78.5 million, which corresponds to approximately $9.78 per share.

F5 · derivative.exercise_date: The WSHC Shares became exchangeable by Sapphire Holding, at its option, on December 6, 2017 and remain exchangeable at any time prior to November 29, 2022.

F5 · derivative.expiration_date: The WSHC Shares became exchangeable by Sapphire Holding, at its option, on December 6, 2017 and remain exchangeable at any time prior to November 29, 2022.

F1 · balance_after: Williams Scotsman Holdings Corp. ("WSHC") is a direct subsidiary of the Issuer. On November 29, 2017, the Issuer consummated a business combination and certain other transactions (the "Business Combination") in which Algeco Scotsman Global S.a r.l. ("Algeco Global") and Algeco Scotsman Holdings Kft. ("Algeco Holdings" and together with Algeco Global, the "Sellers") received a total of 8,024,419 shares (the "WSHC Shares") of common stock, par value $0.0001 per share ("WSHC Common Stock"), of WSHC as partial consideration in the Business Combination. Immediately thereafter, Algeco Holdings transferred its portion of the WSHC Shares to Algeco Global and on December 6, 2017, Algeco Global transferred all of the WSHC Shares to Sapphire Holding S.a r.l. ("Sapphire Holding"). In connection with the Business Combination, Algeco Global, Algeco Holdings, the Issuer and WSHC entered into an exchange agreement dated November 29, 2017

F2 · balance_after: (the "Exchange Agreement"), that provides the Sellers or a permitted transferee the right, but not the obligation, at any time within five years after November 29, 2017 to exchange all, but not less than all, of the WSHC Shares for newly-issued shares of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"). The number of shares of Class A Common Stock to be received upon such exchange of the WSHC Shares will be determined based on an exchange ratio to be agreed to, taking into account the average trading price of the Class A Common Stock over a 20 day trading period on the Nasdaq Stock Market, or another applicable national securities exchange, and the aggregate ownership percentage of the party seeking to make the exchange of the issued and outstanding

F3 · balance_after: WSHC Common Stock at the time of the exchange, as adjusted to take into account any election by such party to exercise certain pre-emptive rights or the dilutive effect of certain other issuances of WSHC Common Stock which do not trigger such pre-emptive rights. In connection with its acquisition of the WSHC Shares, Sapphire Holding executed a joinder to the Exchange Agreement. The total number of shares of Class A Common Stock of the Issuer beneficially owned by the Reporting Person and reported on this Form 4 assumes the full exchange of the WSHC Shares for a corresponding number of shares of Class A Common Stock at an exchange ratio of 1:1 pursuant to the terms of the Exchange Agreement.

F4 · balance_after: Assumes an exchange ratio of 1:1 for the WSHC Shares to the shares of the Issuer's Class A Common Stock.

F5 · balance_after: The WSHC Shares became exchangeable by Sapphire Holding, at its option, on December 6, 2017 and remain exchangeable at any time prior to November 29, 2022.

F7 · balance_after: As sole shareholder of Sapphire Holding, TDR Capital II Holdings L.P. ("TDR Capital II") may be deemed the beneficial owner of such shares of Class A Common Stock of the Issuer held by Sapphire Holding. As manager of TDR Capital II, TDR Capital LLP ("TDR Capital") may be deemed the beneficial owner of such shares of Class A Common Stock of the Issuer held by Sapphire Holding. As founding partners of TDR Capital, Manjit Dale and Stephen Robertson may be deemed the beneficial owner of such shares of Class A Common Stock of the Issuer held by Sapphire Holding.

F8 · balance_after: Each of TDR Capital II, TDR Capital, Manjit Dale and Stephen Robertson (the "Reporting Persons") may be deemed to be the beneficial owners of all or a portion of the securities reported herein. 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.

SEC source: 0001104659-17-071389 · a4.xml · nonDerivative · entry 1

Sapphire Holding S.a r.l. · CIK 0001723829 · 10% owner

TDR Capital II Holdings L.P. · CIK 0001668140 · 10% owner

TDR Capital LLP · CIK 0001408159 · 10% owner

DALE MANJIT · CIK 0001113203 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 43,268,901

F1 · ownership.direct: The shares of Class A common stock of the Issuer reported on this Form 4 were acquired, and are held, by Sapphire Holding S.a r.l. following the consummation of a certain business combination and other transactions on November 29, 2017. 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 of the Issuer 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 of the Issuer held by Sapphire Holding S.a r.l.

F2 · ownership.direct: As founding partners of TDR Capital LLP, Manjit Dale and Stephen Robertson may be deemed the beneficial owner of such shares of Class A common stock of the Issuer held by Sapphire Holding S.a r.l. Each of TDR Capital II Holdings L.P., TDR Capital LLP, Manjit Dale and Stephen Robertson (the "Reporting Persons") may be deemed to be the beneficial owners of all or a portion of the securities reported herein. 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.

SEC source: 0001104659-18-053357 · a4.xml · derivative · entry 2

Sapphire Holding S.a r.l. · CIK 0001723829 · 10% owner

TDR Capital II Holdings L.P. · CIK 0001668140 · 10% owner

TDR Capital LLP · CIK 0001408159 · 10% owner

DALE MANJIT · CIK 0001113203 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,850,000

Underlying: Class A common stock, par value $0.0001 per share · 2,425,000 shares

Expires not disclosed

F4 · kind: Pursuant to the terms of the Earnout Agreement, and as agreed among the parties thereto, a transfer of private placement warrants held by the Founders ("Private Placement Warrants") was triggered on August 15, 2018 by the acquisition of Modular Space Holdings, Inc. by the Issuer. The transfer of the Private Placement Warrants was effected on August 21, 2018 and deemed effective as of August 15, 2018.

F4 · price: Pursuant to the terms of the Earnout Agreement, and as agreed among the parties thereto, a transfer of private placement warrants held by the Founders ("Private Placement Warrants") was triggered on August 15, 2018 by the acquisition of Modular Space Holdings, Inc. by the Issuer. The transfer of the Private Placement Warrants was effected on August 21, 2018 and deemed effective as of August 15, 2018.

F5 · derivative.exercise_date: The Private Placement Warrants became exercisable on December 29, 2017 and expire at 5pm, New York City time, on November 29, 2022, or earlier upon redemption or liquidation.

F5 · derivative.expiration_date: The Private Placement Warrants became exercisable on December 29, 2017 and expire at 5pm, New York City time, on November 29, 2022, or earlier upon redemption or liquidation.

F2 · ownership.direct: 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. 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.

F4 · ownership.direct: Pursuant to the terms of the Earnout Agreement, and as agreed among the parties thereto, a transfer of private placement warrants held by the Founders ("Private Placement Warrants") was triggered on August 15, 2018 by the acquisition of Modular Space Holdings, Inc. by the Issuer. The transfer of the Private Placement Warrants was effected on August 21, 2018 and deemed effective as of August 15, 2018.