TDR Capital LLP

SEC source: 0001104659-19-031476 · a4.xml · derivative · entry 1

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 · By Arrow Holdings S.a r.l.

Disclosed balance after: 38,251

Underlying: Common Stock · 38,251 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive upon vesting one share of common stock of the Issuer, par value $0.0001 per share ("Common Stock"), or its cash equivalent.

F2 · kind: Restricted stock units granted to Stephen Robertson and Gary Lindsay pursuant to the Target Hospitality Corp. 2019 Incentive Award Plan and the Restricted Stock Unit Agreements between the Issuer and each of Mr. Robertson and Mr. Lindsay dated as of May 21, 2019. These restricted stock units 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 restricted stock units vest in full on the first anniversary of the grant date or, if earlier, the date of the first annual meeting of the stockholders of the Issuer following the grant date. Subject to certain exceptions, vested shares will be delivered upon separation of service from the Board of Directors of the Issuer.

F3 · kind: Immediately following the grant of the restricted stock units, each of Mr. Robertson and Mr. Lindsay transferred the restricted stock units to Arrow Holding S.a r.l ("Arrow") which holds certain equity securities of Target Hospitality Corp. on behalf of TDR Capital II Holdings LP, the investment fund managed by TDR Capital LLP. Upon transfer to Arrow, the restricted stock units will vest in accordance with the same terms and conditions of the initial grant.

F2 · shares: Restricted stock units granted to Stephen Robertson and Gary Lindsay pursuant to the Target Hospitality Corp. 2019 Incentive Award Plan and the Restricted Stock Unit Agreements between the Issuer and each of Mr. Robertson and Mr. Lindsay dated as of May 21, 2019. These restricted stock units 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 restricted stock units vest in full on the first anniversary of the grant date or, if earlier, the date of the first annual meeting of the stockholders of the Issuer following the grant date. Subject to certain exceptions, vested shares will be delivered upon separation of service from the Board of Directors of the Issuer.

F3 · shares: Immediately following the grant of the restricted stock units, each of Mr. Robertson and Mr. Lindsay transferred the restricted stock units to Arrow Holding S.a r.l ("Arrow") which holds certain equity securities of Target Hospitality Corp. on behalf of TDR Capital II Holdings LP, the investment fund managed by TDR Capital LLP. Upon transfer to Arrow, the restricted stock units will vest in accordance with the same terms and conditions of the initial grant.

F2 · price: Restricted stock units granted to Stephen Robertson and Gary Lindsay pursuant to the Target Hospitality Corp. 2019 Incentive Award Plan and the Restricted Stock Unit Agreements between the Issuer and each of Mr. Robertson and Mr. Lindsay dated as of May 21, 2019. These restricted stock units 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 restricted stock units vest in full on the first anniversary of the grant date or, if earlier, the date of the first annual meeting of the stockholders of the Issuer following the grant date. Subject to certain exceptions, vested shares will be delivered upon separation of service from the Board of Directors of the Issuer.

F3 · price: Immediately following the grant of the restricted stock units, each of Mr. Robertson and Mr. Lindsay transferred the restricted stock units to Arrow Holding S.a r.l ("Arrow") which holds certain equity securities of Target Hospitality Corp. on behalf of TDR Capital II Holdings LP, the investment fund managed by TDR Capital LLP. Upon transfer to Arrow, the restricted stock units will vest in accordance with the same terms and conditions of the initial grant.

F2 · derivative.exercise_date: Restricted stock units granted to Stephen Robertson and Gary Lindsay pursuant to the Target Hospitality Corp. 2019 Incentive Award Plan and the Restricted Stock Unit Agreements between the Issuer and each of Mr. Robertson and Mr. Lindsay dated as of May 21, 2019. These restricted stock units 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 restricted stock units vest in full on the first anniversary of the grant date or, if earlier, the date of the first annual meeting of the stockholders of the Issuer following the grant date. Subject to certain exceptions, vested shares will be delivered upon separation of service from the Board of Directors of the Issuer.

F3 · derivative.exercise_date: Immediately following the grant of the restricted stock units, each of Mr. Robertson and Mr. Lindsay transferred the restricted stock units to Arrow Holding S.a r.l ("Arrow") which holds certain equity securities of Target Hospitality Corp. on behalf of TDR Capital II Holdings LP, the investment fund managed by TDR Capital LLP. Upon transfer to Arrow, the restricted stock units will vest in accordance with the same terms and conditions of the initial grant.

F2 · derivative.expiration_date: Restricted stock units granted to Stephen Robertson and Gary Lindsay pursuant to the Target Hospitality Corp. 2019 Incentive Award Plan and the Restricted Stock Unit Agreements between the Issuer and each of Mr. Robertson and Mr. Lindsay dated as of May 21, 2019. These restricted stock units 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 restricted stock units vest in full on the first anniversary of the grant date or, if earlier, the date of the first annual meeting of the stockholders of the Issuer following the grant date. Subject to certain exceptions, vested shares will be delivered upon separation of service from the Board of Directors of the Issuer.

F3 · derivative.expiration_date: Immediately following the grant of the restricted stock units, each of Mr. Robertson and Mr. Lindsay transferred the restricted stock units to Arrow Holding S.a r.l ("Arrow") which holds certain equity securities of Target Hospitality Corp. on behalf of TDR Capital II Holdings LP, the investment fund managed by TDR Capital LLP. Upon transfer to Arrow, the restricted stock units will vest in accordance with the same terms and conditions of the initial grant.

F4 · ownership.direct: As the controlling shareholder of Arrow, TDR Capital II Investments LP, may be deemed the beneficial owner of the securities of the Issuer held by Arrow.

F5 · ownership.direct: Algeco Holding S.a r.l. ("Algeco Holdings") is the controlling shareholder of Algeco Limited Partnership SLP ("Algeco SLP"), which is the controlling shareholder of Algeco Global S.a r.l. ("Algeco Global") which is the controlling shareholder of Algeco Investments 1 S.a r.l. (Lux) ("Algeco Investments 1"), which is the sole shareholder of Algeco Investments 2 S.a r.l. (Lux) ("Algeco Investments 2"), which is the sole shareholder of Algeco Investments 3 S.a r.l. (Lux) ("Algeco Investments 3" and together with Algeco Holdings, Algeco Global, Algeco SLP, Algeco Investments 1 and Algeco Investments 2, the "Algeco Entities").

F6 · ownership.direct: Algeco Investments 3 holds 40% of the share capital of Algeco Investments B.V. ("Algeco"), and Algeco Investments 2 holds the remaining 60%.

F7 · ownership.direct: TDR Capital II Investments LP, as the controlling shareholder of Algeco Holdings may be deemed the beneficial owner of the securities of the Issuer held by Algeco. As manager of TDR Capital II Investments LP, TDR Capital LLP may be deemed the beneficial owner of such securities of the Issuer held by Arrow and Algeco. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such securities of the Issuer held by Arrow and Algeco.

F8 · ownership.direct: Each of TDR Capital II Investments LP, TDR Capital LLP, Stephen Robertson and Manjit Dale (the "TDR Persons") may be deemed to be the beneficial owner of all or a portion of the securities reported herein. Each of the TDR Persons disclaims beneficial ownership of the securities of the Issuer, except to the extent of its or 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 TDR Persons are the beneficial owners of any of the securities reported herein.

SEC source: 0001104659-19-022588 · a4.xml · nonDerivative · entry 1

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 · By Arrow Holdings S.a r.l. and Algeco Investments B.V.

Disclosed balance after: 64,728,865

F1 · shares: The shares of common stock of the Issuer, par value $0.0001 per share, reported on this Form 4 were distributed pursuant to the terms of that certain Amended and Restated Earn-Out Agreement dated November 11, 2018, by and among Target Logistics Management, LLC, Williams Scotsman International, Inc., Algeco Holding S.a r.l. ("Algeco Holdings"), Brian S. Lash as the Seller Representative and the other Sellers party thereto, and in accordance with the terms and conditions of that certain Agreement dated April 15, 2019 between Algeco Holdings and Brian S. Lash as the Seller Representative, on behalf of himself and each other Seller.

F1 · price: The shares of common stock of the Issuer, par value $0.0001 per share, reported on this Form 4 were distributed pursuant to the terms of that certain Amended and Restated Earn-Out Agreement dated November 11, 2018, by and among Target Logistics Management, LLC, Williams Scotsman International, Inc., Algeco Holding S.a r.l. ("Algeco Holdings"), Brian S. Lash as the Seller Representative and the other Sellers party thereto, and in accordance with the terms and conditions of that certain Agreement dated April 15, 2019 between Algeco Holdings and Brian S. Lash as the Seller Representative, on behalf of himself and each other Seller.

F2 · balance_after: Includes (i) 15,628,865 shares of Common Stock held by Algeco Investments B.V. ("Algeco") and (ii) 49,100,000 shares of Common Stock held by Arrow Holdings S.a r.l. ("Arrow").

F3 · ownership.direct: The shares of common stock of the Issuer reported on this Form 4 were acquired and are held by Arrow and Algeco in connection with the closing of a certain business combination. As the controlling shareholder of Arrow, TDR Capital II Investments LP, may be deemed the beneficial owner of the shares of the Issuer's common stock held by Arrow.

F4 · ownership.direct: Algeco Holdings is the controlling shareholder of Algeco Limited Partnership SLP ("Algeco SLP"), which is the controlling shareholder of Algeco Global S.a r.l. ("Algeco Global") which is the controlling shareholder of Algeco Investments 1 S.a r.l. (Lux) ("Algeco Investments 1"), which is the sole shareholder of Algeco Investments 2 S.a r.l. (Lux) ("Algeco Investments 2"), which is the sole shareholder of Algeco Investments 3 S.a r.l. (Lux) ("Algeco Investments 3" and together with Algeco Holdings, Algeco Global, Algeco SLP, Algeco Investments 1 and Algeco Investments 2, the "Algeco Entities").

F5 · ownership.direct: Algeco Investments 3 holds 40% of the share capital of Algeco, and Algeco Investments 2 holds the remaining 60%.

F6 · ownership.direct: TDR Capital II Investments LP, as the controlling shareholder of Algeco Holdings may be deemed the beneficial owner of the shares of the Issuer's common stock held by Algeco. As manager of TDR Capital II Investments LP, TDR Capital LLP may be deemed the beneficial owner of such shares of common stock of the Issuer held by Arrow and Algeco. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of common stock of the Issuer held by Arrow and Algeco.

F7 · ownership.direct: Each of TDR Capital II Investments LP, TDR Capital LLP, Stephen Robertson and Manjit Dale (the "TDR Persons") may be deemed to be the beneficial owner of all or a portion of the securities reported herein. Each of the TDR Persons disclaims beneficial ownership of the securities of the Issuer, except to the extent of its or 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 TDR 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.