SEC FORM 5

SEC FORM 5 SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Goble Jeffrey S

(Last)

(First)

(Middle)

4646 E. VAN BUREN STREET, SUITE 400

(Street)

PHOENIX

85008

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WillScot Mobile Mini Holdings Corp. [ (WSC) ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2020

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

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.0001 per share⁽¹⁾	02/20/2020		G⁽²⁾	1,118⁽¹⁾	D	$0	59,309	D
Common Stock, par value $0.0001 per share	11/19/2020		G⁽²⁾	1,160	D	$0	59,309	D
Common Stock, par value $0.0001 per share	11/19/2020		G⁽²⁾	466	D	$0	59,309	D
Common Stock, par value $0.0001 per share	11/23/2020		G⁽²⁾	230	D	$0	59,309	D
Common Stock, par value $0.0001 per share	12/08/2020		G⁽²⁾	950	D	$0	59,309	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On February 2, 2020, the Reporting Person made a bona fide gift of 466 shares of Mobile Mini, Inc. ("Mobile Mini") common stock, par value $0.01 per share (the "Mobil Mini Common Stock"). Subsequent to the date of the bona fide gift, in connection with the completion of the merger (the "Merger"), on July 1, 2020 (the "Effective Date"), of Picasso Merger Sub, Inc., a subsidiary of the Issuer, with and into Mobile Mini, pursuant to the Agreement and Plan of Merger, dated as of March 1, 2020, each share of Mobile Mini Common Stock was converted automatically into the right to receive 2.4050 shares (the "Conversion Rate") of the Issuer's Class A common stock, par value $0.0001 per share, which was, immediately thereafter, reclassified as and converted into shares of the Issuer's common stock, par value $0.0001 per share. Based on the Conversion Rate, the 466 shares of Mobile Mini Common Stock donated by the Reporting Person are represented by 1,118 shares of Common Stock of the Issuer.

2. The Reporting Person made a donation to a charitable organization or donor-advised trust.

	/s/ Christopher J. Miner as Attorney-in-Fact	02/16/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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