Sec Form 4 Filing - SAGANSKY JEFFREY @ WillScot Corp - 2018-09-17

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 SAGANSKY JEFFREY 2. Issuer Name and Ticker or Trading Symbol WillScot Corp [ WSC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 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) 09/17/2018 (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 09/17/2018 S( 1 ) 124,999 D $ 0 3,369,295 I See Footnote ( 2 ) Class A Common Stock 09/18/2018 J( 3 ) 665,938 D $ 0 2,703,357 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 (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 09/17/2018 J( 4 ) 970,000 ( 5 ) ( 5 ) Class A Common Stock 485,000 $ 0 3,880,000 D Private Placement Warrants $ 5.75 09/17/2018 P 100,000 ( 5 ) ( 5 ) Class A Common Stock 50,000 $ 3 3,980,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SAGANSKY JEFFREY 901 S. BOND STREET, #600 BALTIMORE, MD21231 X Signatures /s/ Bradley L. Bacon, as Attorney-in-Fact on behalf of Jeffrey Sagansky 09/19/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a transfer of 124,999 shares of Class A Common Stock of the Company from Double Eagle Acquisition LLC ("DEAL") to Harry E. Sloan. As managing member of DEAL, Mr. Sagansky may be deemed the beneficial owner of shares of Class A Common Stock held by DEAL (including the 124,999 shares disposed of in the Reported Transaction). ( 2 )30,000 shares of Class A Common Stock beneficially owned following the reported transaction were previously acquired by Mr. Sagansky as reported on a Form 4 filed with the Securities and Exchange Commission on September 15, 2017; 3,690 shares of Class A Common Stock beneficially owned following the reported transaction were previously acquired by Mr. Sagansky as reported on a Form 4 filed with the Securities and Exchange Commission on March 22, 2018; 5,917 shares of Class A Common Stock beneficially owned following the reported transaction were previously acquired by Mr. Sagansky as reported on a Form 4 filed with the Securities and Exchange Commission on August 30, 2018. The remaining shares of Class A Common Stock beneficially owned following the Reported Transaction are held by DEAL. As managing member of DEAL, Mr. Sagansky may be deemed the beneficial owner of shares of Class A Common Stock held by DEAL. ( 3 )Represents pro rata distribution from DEAL to its members. As managing member of DEAL, Mr. Sagansky may be deemed the beneficial owner of shares of Class A Common Stock held by DEAL (including the 665,938 shares disposed of in the Reported Transaction). The remaining shares of Class A Common Stock (2,663,700 shares) were distributed to Mr. Sagansky. ( 4 )Represents pro rata distribution from DEAL to its members. As managing member of DEAL, Mr. Sagansky may be deemed the beneficial owner of shares of the Private Placement Warrants held by DEAL (including the 970,000 Private Placement Warrants disposed of in the Reported Transaction). The remaining Private Placement Warrants (3,880,000 warrants) were distributed to Mr. Sagansky. ( 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.

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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