Sec Form 4 Filing - Robertson Stephen @ WillScot Corp - 2018-08-21

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Robertson Stephen 2. Issuer Name and Ticker or Trading Symbol WillScot Corp [ WSC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 901 S. BOND STREET, #600 3. Date of Earliest Transaction (MM/DD/YY) 08/21/2018 (Street) BALTIMORE, MD21231 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A common stock, par value $0.0001 per share 08/21/2018 J( 1 )( 2 ) 2,659,375 A 49,041,906 I ( 1 ) ( 2 ) See Footnotes ( 1 ) ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Private Placement Warrants $ 5.75 08/21/2017 J( 4 ) 4,850,000 ( 5 ) ( 5 ) Class A common stock, par value $0.0001 per share 2,425,000 ( 4 ) 4,850,000 I ( 2 ) ( 4 ) See Footnotes ( 2 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Robertson Stephen 901 S. BOND STREET, #600 BALTIMORE, MD21231 X X Signatures /s/ Bradley L. Bacon, as Attorney-in-Fact on behalf of Stephen J. Robertson 08/23/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )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.

Remarks: Sapphire Holding S.a r.l., TDR Capital II Holdings L.P., TDR Capital LLP and Manjit Dale are jointly filing a separate Form 4 disclosing their beneficial ownership interests in the Class A Common Stock, which was submitted on the Securities and Exchange Commission's EDGAR system on or about the date hereof.

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).

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