Statement of Changes in Beneficial Ownership (4)
July 02 2020 - 6:19PM
Edgar (US Regulatory)
FORM 4
[X]
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 OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
Olsson Erik |
2. Issuer Name and Ticker or Trading Symbol
MOBILE MINI INC
[
MINI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
4646 E VAN BUREN STREET, SUITE 400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/1/2020 |
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(Street)
PHOENIX, AZ 85008
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock $0.01 Par Value | 7/1/2020 | | D(1) | | 197883 (2) | D | (3) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 Option (right to buy) | $28.27 | 7/1/2020 | | D | | | 1000000 | (4) | 3/18/2023 | Common Stock | 1000000 | (4)(5) | 0 | D | |
| Employee Stock Option (right to buy) | $32.51 | 7/1/2020 | | D | | | 500000 | (6) | 3/18/2023 | Common Stock | 500000 | (5)(6) | 0 | D | |
| Employee Stock Option (right to buy) | $36.75 | 7/1/2020 | | D | | | 500000 | (7) | 3/18/2023 | Common Stock | 500000 | (5)(7) | 0 | D | |
| Employee Stock Option (right to buy) | $47.75 | 7/1/2020 | | D | | | 68866 | (8) | 2/18/2024 | Common Stock | 68866 | (5)(8) | 0 | D | |
| Employee Stock Option (right to buy) | $42.78 | 7/1/2020 | | D | | | 89114 | (9) | 1/22/2025 | Common Stock | 89114 | (5)(9) | 0 | D | |
| Employee Stock Option (right to buy) | $26.23 | 7/1/2020 | | D | | | 45866 | (10) | 1/20/2026 | Common Stock | 45866 | (5)(10) | 0 | D | |
| Employee Stock Option (right to buy) | $26.23 | 7/1/2020 | | D | | | 45866 | (11) | 1/20/2026 | Common Stock | 45866 | (5)(11) | 0 | D | |
| Employee Stock Option (right to buy) | $32.55 | 7/1/2020 | | D | | | 108110 | (12) | 2/1/2027 | Common Stock | 108110 | (5)(12) | 0 | D | |
| Employee Stock Option (right to buy) | $32.55 | 7/1/2020 | | D | | | 22631 | (13) | 2/1/2027 | Common Stock | 22631 | (5)(13) | 0 | D | |
| Employee Stock Option (right to buy) | $32.55 | 7/1/2020 | | D | | | 36037 | (14) | 2/1/2027 | Common Stock | 36037 | (5)(14) | 0 | D | |
| Employee Stock Option (right to buy) | $32.55 | 7/1/2020 | | D | | | 36036 | (15) | 1/28/2030 | Common Stock | 36036 | (5)(15) | 0 | D | |
| Explanation of Responses: |
| (1) | Disposed of as a result of merger pursuant to the previously announced Agreement and Plan of Merger, dated as of March 1, 2020 which, as it may be amended from time to time, we refer to as the Merger Agreement, by and among Willscot Corporation, Picasso Merger Sub, Inc. and Mobile Mini, Inc. |
| (2) | The amount of shares being disposed of takes into account the accelerated awards pursuant to the Merger Agreement and the related shares traded for tax purposes, which have not been reported on a previous filing. |
| (3) | Each share of common stock was cancelled pursuant to the Merger Agreement in exchange for the right to receive the consideration provided in the Merger Agreement (i.e., 2.4050 fully paid and nonassessable shares of WillScot Corporation Class A Common Stock for each such share, subject to applicable tax withholding and with cash payable in lieu of any fractional shares). |
| (4) | The stock option is fully vested, of which 1,000,000 shares remained unexercised. |
| (5) | Pursuant to the Merger Agreement, each unexercised stock option was disposed of in exchange for stock options to acquire a number of shares of WillScot Class A Common Stock equal to the product of the number of shares subject to such stock option immediately prior to the effective time of the merger multiplied by 2.4050, rounded down to the nearest whole share, and the exercise price will equal the quotient of the exercise price per share of Mobile Mini Common Stock at which such stock option was exercisable immediately prior to the effective time of the merger, divided by 2.4050, rounded up to the nearest whole cent. No additional consideration was received in connection with the disposition of the securities. |
| (6) | The stock option is fully vested, of which 500,000 shares remained unexercised. |
| (7) | The stock option is fully vested, of which 500,000 shares remained unexercised. |
| (8) | The stock option is fully vested, of which 68,866 shares remained unexercised. |
| (9) | The stock option is fully vested, of which 89,114 shares remained unexercised. |
| (10) | The stock option provided for vesting in three equal installments beginning January 20, 2017, of which 45,866 shares remained unexercised. |
| (11) | The stock option provided for vesting in three equal installments beginning January 20, 2017, of which 45,866 shares remained unexercised. |
| (12) | The stock option provided for vesting in three equal installments beginning February 28, 2018, of which 108,110 shares remained unexercised. |
| (13) | The stock option provided for vesting in three equal installments beginning February 28, 2018, of which 22,631 shares remained unexercised. |
| (14) | The stock option provided for vesting in three equal installments beginning February 28, 2018, of which 36,037 shares remained unexercised. |
| (15) | The stock option provided for vesting in three equal installments beginning February 28, 2018, of which 36,036 shares remained unexercised. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Olsson Erik
4646 E VAN BUREN STREET
SUITE 400
PHOENIX, AZ 85008 | X |
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Signatures
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| /s/ Christopher J. Miner, attorney-in-fact | | 7/2/2020 |
| **Signature of Reporting Person | Date |
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