Sec Form 4 Filing - WILLIAMS KELLY M @ WillScot Mobile Mini Holdings Corp. - 2020-11-03

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 WILLIAMS KELLY M 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) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & COO (Last) (First) (Middle) 4646 E. VAN BUREN STREET,, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 11/03/2020 (Street) PHOENIX, AZ85008 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 Common stock, par value $0.0001 per share 11/03/2020 M 91,408 A $ 10.91 321,665 D Common stock, par value $0.0001 per share 11/03/2020 F( 1 ) 69,690 D $ 18.84 251,975 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 Employee Stock Options (right to buy) $ 10.91 11/03/2020 M 91,408 ( 2 ) ( 2 ) Common Stock, $0.0001 par value 91,408 ( 2 ) 6,112 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WILLIAMS KELLY M 4646 E. VAN BUREN STREET, SUITE 400 PHOENIX, AZ85008 President & COO Signatures /s/ Christopher J. Miner as Attorney-in-Fact 11/05/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a "net exercise" of outstanding stock options. The reporting person received 21,718 shares of the Issuer's Common Stock, par value $0.0001 per share (the "Common Stock"), on net exercise of options to purchase 91,408 shares of Common Stock. The Company withheld 69,690 shares of Common Stock underlying the options for payment of the exercise price and tax withholdings, using the closing stock price on November 3, 2020 of $18.84, pursuant to the terms of the Company's 2020 Incentive Award Plan and the applicable grant agreements. ( 2 )Received in connection with the completion of the merger (the "Merger"), on July 1, 2020, of Picasso Merger Sub, Inc., a subsidiary of the Issuer ("Merger Sub"), with and into Mobile Mini, Inc. ("Mobile Mini") in exchange for employee stock options to acquire shares of common stock of Mobile Mini owned prior to the Merger, pursuant to the terms of the Agreement and Plan of Merger, dated as of March 1, 2020, by and among the Issuer, Merger Sub and Mobile Mini, as amended on May 28, 2020.

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